Common use of Further Assurances; Post-Closing Cooperation Clause in Contracts

Further Assurances; Post-Closing Cooperation. (a) From time to time after the Closing, at Purchaser's request and without further consideration, Sellers shall, and Parent shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, the Assets and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill their obligations under this Agreement and the Operative Agreements.

Further Assurances; Post-Closing Cooperation. (a) From time to time after the Closing, at Purchaser's request and without further consideration, Sellers shall, and Parent Seller shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information as are within Seller's possession or control and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, the Assets and, Shares and to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect theretoProperties of the Company other than the Excluded Rights, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative Agreements.

Further Assurances; Post-Closing Cooperation. (a) From At any time or from time to time after the Closing, at Purchaser's Buyer’s request and without any further consideration, Sellers Seller shall, and Parent shall cause Sellers to, : (i) execute and deliver to Purchaser Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, ; (ii) provide such materials and information information; and (iii) take such other actions consistent with this Agreement actions, as Purchaser Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to PurchaserBuyer, and to confirm Purchaser's Buyer’s title to, all of the Assets Acquired Assets, and, to the full extent permitted by Lawlaw, to put Purchaser Buyer in actual possession and operating control of the Business and the Acquired Assets and to assist Purchaser Buyer in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative Collateral Agreements.

Further Assurances; Post-Closing Cooperation. (a) From At any time or from time to time after the Closing, at Purchaser's request and without further consideration, Sellers Seller shall, and Parent shall cause Sellers toSeller, to execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets Transferred Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Transferred Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative Agreements.

Further Assurances; Post-Closing Cooperation. (a) From At any time or from time to time after the Closing, at Purchaser's request ’s request, at no cost to Purchaser and without further consideration, Sellers shall, and Parent Seller shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets Acquired Assets, and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Acquired Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative AgreementsAgreement.

Further Assurances; Post-Closing Cooperation. (a) From Subject to the terms and conditions of this Agreement, at any time and from time to time after the Closing, at Purchaser's request and without further considerationreasonable request, Sellers shall, and Parent Seller shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Purchased Assets and, to the full fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets Purchased Assets, and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative AgreementsAgreement.

Further Assurances; Post-Closing Cooperation. (ai) From At any time or from time to time after the Closing, at Purchaser's request Buyer’s request, at no cost to Buyer, and without further consideration, Sellers shall, and Parent shall cause Sellers to, execute and deliver to Purchaser Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser Buyer may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Purchaser, Buyer and to confirm Purchaser's Buyer’s title to, all of the Assets Purchased Assets, and, to the full extent permitted by Lawlaw, to put Purchaser Buyer in actual possession and operating control of the Business and the Purchased Assets and to assist Purchaser Buyer in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill its/their obligations under this Agreement and Agreement. (ii) To the Operative Agreements.extent that Buyer

Further Assurances; Post-Closing Cooperation. (a) From Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s request and without further consideration, Sellers shall, and Parent Seller shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the ESCO Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative Transaction Agreements.

Further Assurances; Post-Closing Cooperation. (a) From Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s request and without further consideration, Sellers shall, and Parent Seller shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative Agreements.

Further Assurances; Post-Closing Cooperation. (a) From At any time or from time to time after the Closing, at Purchaser's request and ’s request, without further consideration, Sellers shallSeller, Shareholder and Parent shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets Business and the Assets, and, to the full fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller, Shareholder and Parent to fulfill their respective obligations under this Agreement and the Operative Agreements.

Further Assurances; Post-Closing Cooperation. (a) From At any time or from time to time after the Closing, at the Purchaser's ’s request and without further consideration, the Sellers shall, and Parent shall cause Sellers to, execute and deliver to the Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as the Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the Purchaser, and to confirm the Purchaser's ’s title to, all of the Assets Assets, and, to the full extent permitted by Law, to put the Purchaser in actual possession and operating control of the Business and the Assets and to assist the Purchaser in exercising all rights with respect thereto, and otherwise to cause the Sellers to fulfill their its obligations under this Agreement and the Operative Ancillary Agreements.

Further Assurances; Post-Closing Cooperation. (a) From Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s or Company’s request and without further consideration, Sellers shall, and Parent Seller shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser and Company may reasonably deem necessary or desirable in order more to effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets Shares, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of Company, the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers Seller to fulfill their its obligations under this Agreement and the Operative AgreementsAgreement.