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

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s request and without any further consideration, Seller shall: (i) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) provide such materials and information; and (iii) take such other actions, as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer, to confirm Buyer’s title to, all of the Acquired Assets, and, to the full extent permitted by law, to put Buyer in actual possession and operating control of the Acquired Assets and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral Agreements. (b) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer the true and lawful attorney of Seller, with full power of substitution, in the name of Seller, but on behalf of and for the benefit of Buyer: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem desirable. Seller hereby acknowledges that the power of attorney hereby granted is coupled with an interest and is not and shall not be revocable by Seller in any manner or for any reason and shall survive Seller’s insolvency, liquidation or dissolution.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at BuyerPurchaser’s request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm BuyerPurchaser’s title to, all of the Acquired Assets, and, to the full fullest extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its his obligations under this Agreement Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and the Collateral AgreementsPurchaser jointly. (b) At any time or from time to time after the Closing, at Seller’s request and without further consideration, Purchaser shall execute and deliver to Seller such other instruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order to give effect to Purchaser’s assumption of the Assumed Liabilities. (c) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of SellerSeller or Purchaser, but on behalf of and for the benefit of Buyer: Purchaser; (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; , (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem desirable. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it at any time, in any manner or for any reason reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller substantially in the form and to the effect of Exhibit J hereto. Purchaser shall survive Sellerindemnify and hold harmless Seller and his agents and Affiliates from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (d) For a period of six (6) years following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data relating to the Assets unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten day period after such offer is made. (e) If, in order properly to prepare its Tax returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Assets not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient’s insolvencyrequest, liquidation cost and expense. Any information obtained by either party in accordance with this paragraph shall be held confidential by such party in accordance with Section 12.12. (f) Notwithstanding anything to the contrary contained in this section, if the parties are in an adversarial relationship in litigation or dissolutionarbitration, the furnishing of information, documents or records in accordance with this section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, each Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Assets, and, to the full extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Business and the Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause each Seller to fulfill its obligations under this Agreement and the Collateral Operative Agreements. (b) Effective on the Closing Date, each Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of such Seller, with full power of substitution, in the name of Sellersuch Seller or Purchaser, but on behalf of and for the benefit of BuyerPurchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; , (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; , (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem reasonably necessary or desirable. Each Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by such Seller in any manner or for any reason reason. Each Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by such Seller. Purchaser shall indemnify and hold harmless Sellers from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the Business Books and Records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or (v) in connection with any actual or threatened Action or Proceeding. Further, each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall survive Seller’s insolvencyfirst offer in writing to surrender such books, liquidation records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or dissolutionreports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Business and the Assets, and, to the full extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its their obligations under this Agreement and the Collateral Operative Agreements. (b) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of SellerSeller or Purchaser, but on behalf of and for the benefit of BuyerPurchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”Proceedings (other than those within the Excluded Assets) that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings (other than those within the Retained Liabilities) in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser reasonably shall deem desirablerequest. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it in any manner or for any reason and shall survive Seller’s insolvency, liquidation or dissolutionreason.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Assets, and, to the full extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Business and the Assets at the location at which the Business is currently conducted and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral AgreementsAgreement. (b) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of SellerSeller or Purchaser, but on behalf of and for the benefit of BuyerPurchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; thereof (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; , (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem reasonably necessary or desirable. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it in any manner or for any reason reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller. The appointment hereby made and the powers hereby granted are not intended to permit Purchaser to take any action that could reasonably be expected to result in Seller being required to indemnify Purchaser under Section 6.02. Purchaser shall survive Seller’s insolvencyindemnify and hold harmless Seller from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, liquidation each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the Business Books and Records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or dissolutionenforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or (v) in connection with any actual or threatened Action or Proceeding. Further, each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (e) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Assets, and, to the full fullest extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its his obligations under this Agreement Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and the Collateral AgreementsPurchaser jointly. (b) At any time or from time to time after the Closing, at Seller's request and without further consideration, Purchaser shall execute and deliver to Seller such other instruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order to give effect to Purchaser's assumption of the Assumed Liabilities. (c) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of SellerSeller or Purchaser, but on behalf of and for the benefit of Buyer: Purchaser; (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; , (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem desirable. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it at any time, in any manner or for any reason reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller substantially in the form and to the effect of Exhibit J hereto. Purchaser shall survive Seller’s insolvencyindemnify and hold harmless Seller and his agents and Affiliates from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (d) For a period of six (6) years following the Closing, liquidation each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax returns, (ii) the determination or dissolutionenforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data relating to the Assets unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten day period after such offer is made. (e) If, in order properly to prepare its Tax returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Assets not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by either party in accordance with this paragraph shall be held confidential by such party in accordance with Section 12.12. (f) Notwithstanding anything to the contrary contained in this section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Assets, and, to the full extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral Operative Agreements. (b) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of SellerSeller or Purchaser, but on behalf of and for the benefit of BuyerPurchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem desirable. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it in any manner or for any reason reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller. Purchaser shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding involving the party seeking access or the Assets. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall survive Seller’s insolvencyfirst offer in writing to surrender such books, liquidation records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) business day period after such offer is made. (d) If, in order properly to prepare its Tax Returns, other documents or dissolutionreports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Assets not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller or Purchaser in accordance with this paragraph shall be held confidential by Seller or Purchaser as the case may be in accordance with Section 12.4.

Further Assurances; Post-Closing Cooperation. (a) On the Closing Date, Seller shall, at no cost to Buyer, in the manner and form and to the locations reasonably specified by Buyer, deliver to Buyer, or place Buyer’s designee in possession of, all of the Purchased Assets. (b) At any time or from time to time after the Closing, at Buyer’s reasonable request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer, and to confirm Buyer’s title to, all of the Acquired Purchased Assets, and, to the full extent permitted by law, to put Buyer in actual possession and operating control of the Acquired Purchased Assets and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral Agreements. (bc) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer the true and lawful attorney attorneys of Seller, with full power of substitution, in the name of Seller, but on behalf of and for the benefit of Buyer: (i) to demand and receive from time to time any and all of the Acquired Purchased Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Legal Proceedings that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Purchased Assets; (iii) to defend or compromise any or all Actions or Legal Proceedings in respect of any of the Acquired Purchased Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem reasonably desirable. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it in any manner or for any reason reason. If requested, Seller shall deliver to Buyer an acknowledged power of attorney to the foregoing effect executed by Seller. (d) Following the Closing, Seller will afford the Buyer, their counsel and their accountants, during normal business hours, reasonable access to the books, records and other data in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by Buyer in connection with (i) the preparation of tax returns relating to the Business, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental Entity, or (iv) in connection with any actual or threatened Legal Proceeding by or against a third party. (e) To the extent that Buyer cannot be granted possession in respect of any Purchased Asset as of the Closing Date, such Purchased Assets shall survive Seller’s insolvencybe held by Seller for and on behalf of Buyer until such time as Buyer is granted possession thereof and during such period Seller shall bear all risk of loss with respect to such Purchased Assets. (f) Unless specifically authorized in writing by Buyer, liquidation Seller shall not retain or dissolutionuse any copy of any Transferred Technology or any other Purchased Asset that is capable of being copied, including any Software or materials associated with the Business constituting Transferred Technology.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Business and the Assets, and, to the full extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of the Acquired Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral Operative Agreements. (b) . Effective on the Closing Date, Seller the Corporation hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of SellerCorporation, with full power of substitution, in the name of SellerCorporation or Purchaser, but on behalf of and for the benefit of BuyerPurchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem desirablereasonably determine. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it in any manner or for any reason reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller. Purchaser shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of Purchaser's exercise of such power of attorney which (y) results in any breach of Law by Purchaser or (z) is inconsistent with the power of attorney granted under this subsection (b). Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall survive Seller’s insolvencyfirst offer in writing to surrender such books, liquidation records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. If, in order properly to prepare its Tax Returns, other documents or dissolutionreports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Buyer’s Purchaser's request and without any further consideration, Seller shall: (i) shall execute and deliver to Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) , provide such materials and information; information and (iii) take such other actions, actions as Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to BuyerPurchaser, and to confirm Buyer’s Purchaser's title to, all of the Acquired Assets, and, to the full extent permitted by lawLaw, to put Buyer Purchaser in actual possession and operating control of Seller's Xerox Laser Printer Maintenance Business and the Acquired Assets and to assist Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Collateral Operative Agreements. (b) Effective on the Closing Date, Seller hereby constitutes and appoints Buyer Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of SellerSeller or Purchaser, but on behalf of and for the benefit of BuyerPurchaser: (i) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitrations, or governmental or regulatory investigations or audits (“Actions or Proceedings”) Proceedings that Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer Purchaser shall deem desirable. Seller hereby acknowledges that the power of attorney appointment hereby made and the powers hereby granted is are coupled with an interest and is are not and shall not be revocable by Seller it in any manner or for any reason reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller. Purchaser shall indemnify and shall survive hold harmless Seller from any and all Losses caused by or arising out of any breach of Law by Purchaser in its exercise of such power of attorney. (c) Following the Closing, Seller will afford Purchaser, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to Seller’s insolvency's Xerox Laser Printer Maintenance Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, liquidation to the extent that such access may be reasonably required by Purchaser in connection with (i) the preparation of Tax Returns, (ii) the determination or dissolutionenforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding.