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

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement and to cause the Transactions to occur. (b) Without limiting the obligations of the Parties and Xxxxxx under Section 6.08(b) or Section 10.05(a), from and after the Closing, the Parties and Xxxxxx shall reasonably cooperate with each other in the investigation, prosecution or defense of any Action (other than Actions with respect to Taxes, which are governed by Article VII or any Action in which the Parties or Xxxxxx, as applicable, are adverse to each other) from or related to the conduct of the Business, the operation or use of the Purchased Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities and, in each case, involving one or more Third Parties. Such cooperation shall include, upon reasonable advance notice, (i) providing, and causing their respective Affiliates to provide, documentary or other evidence, (ii) implementing, and causing their respective Affiliates to implement, record retention, litigation hold or other documentary or evidence policies or (iii) making, and causing their respective Affiliates to make, available directors, officers and employees to give depositions or testimony, all as reasonably related to such Action and reasonably requested by the requesting Party or Xxxxxx from time to time. Except as otherwise provided in Article X, the Person requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including reasonable legal fees and disbursements) by the Person party hereto (or Affiliate thereof, as the case may be) providing such cooperation and by its officers, directors, employees and agents, but not including reimbursing such Person (or Affiliate thereof, as the case may be) or its officers, directors, employees and agents for their time spent in such cooperation. (c) If, following the Closing: (i) any right, property or asset not forming part of the Purchased Assets or otherwise constituting an Excluded Asset is found to have been transferred to Purchaser in error, either directly or indirectly, or received by Purchaser, Purchaser shall transfer, or shall cause its Affiliates to transfer, at no cost to Seller, Xxxxxx or their Affiliates, such right, property or asset (and any related Liability) as soon as reasonably practicable to Seller, Xxxxxx or their Affiliate as directed in writing by Seller; (ii) any right, property or asset forming part of the Purchased Assets is found to have been retained by any Asset Seller Entity in error, either directly or indirectly, or received by any Asset Seller Entity, Seller shall, or shall cause the other applicable Asset Seller Entity to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability, to the extent an Assumed Liability) as soon as reasonably practicable to the applicable Designated Purchaser; and (iii) any right, property or asset that, if held by an Asset Seller Entity would have formed part of the Purchased Assets pursuant to Section 2.01(a), is found to have been held as of the Closing by an Affiliate of Seller that is not an Asset Seller Entity, Seller shall cause such Affiliate to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability, to the extent an Assumed Liability) as soon as reasonably practicable to the applicable Designated Purchaser.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement and to cause the Transactions to occur. (b) Without limiting the obligations of the Parties and Xxxxxx under Section 6.08(b6.10(b) or Section 10.05(a11.05(a), from and after the Closing, the Parties and Xxxxxx shall reasonably cooperate with each other in the investigation, prosecution or defense of any Action (other than Actions with respect to Taxes, which are governed by Article VII VIII or any Action in which the Parties or Xxxxxx, as applicable, are adverse to each other) from or related to the conduct of the Triage Business, the operation or use of the Purchased Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities and, in each case, involving one or more Third Parties. Such cooperation shall include, upon reasonable advance notice, (i) providing, and causing their respective Affiliates to provide, documentary or other evidence, (ii) implementing, and causing their respective Affiliates to implement, record retention, litigation hold or other documentary or evidence policies or (iii) making, and causing their respective Affiliates to make, available directors, officers and employees to give depositions or testimony, all as reasonably related to such Action and reasonably requested by the requesting Party or Xxxxxx from time to time. Except as otherwise provided in Article XXI, the Person requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including reasonable legal fees and disbursements) by the Person party hereto (or Affiliate thereof, as the case may be) providing such cooperation and by its officers, directors, employees and agents, but not including reimbursing such Person (or Affiliate thereof, as the case may be) or its officers, directors, employees and agents for their time spent in such cooperation. (c) If, following the Closing: (i) any right, property or asset not forming part of the Purchased Assets or otherwise constituting an Excluded Asset is found to have been transferred to Purchaser in error, either directly or indirectly, or received by Purchaser, Purchaser shall transfer, or shall cause its Affiliates to transfer, at no cost to Seller, Xxxxxx or their Affiliates, such right, property or asset (and any related Liability) as soon as reasonably practicable to Seller, Xxxxxx or their Affiliate as directed in writing by Seller; (ii) any right, property or asset forming part of the Purchased Assets is found to have been retained by any Asset Seller Entity in error, either directly or indirectly, or received by any Asset Seller Entity, Seller shall, or shall cause the other applicable Asset Seller Entity to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability, to the extent an Assumed Liability) as soon as reasonably practicable to the applicable Designated Purchaser; and (iii) any right, property or asset that, if held by an Asset Seller Entity would have formed part of the Purchased Assets pursuant to Section 2.01(a), is found to have been held as of the Closing by an Affiliate of Seller that is not an Asset Seller Entity, Seller shall cause such Affiliate to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability, to the extent an Assumed Liability) as soon as reasonably practicable to the applicable Designated Purchaser.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each Each of the Parties shall, and parties shall cause their respective Affiliates to, execute and deliver such other documents and instruments, provide such materials and information other papers and take such other further actions as may be reasonably be necessary, proper or advisable, required to carry out the extent permitted provisions of and the transactions contemplated by Law, to fulfill its obligations under this Agreement and to cause the Transactions to occurAgreement. (b) Without limiting After the obligations Closing Date, Seller, on the one hand, and Buyer, on the other hand, will use their reasonable efforts to provide to the other party (the “requesting party”) such records and information and to make available to the requesting party such personnel, in each case as may be reasonably requested in writing by the requesting party, for the purpose of reasonably assisting the requesting party in responding to governmental or professional inquiries, making required governmental filings or defending or prosecuting any action or other proceeding relating to or arising out of the Parties and Xxxxxx under Section 6.08(b) or Section 10.05(a), from and after the Closing, the Parties and Xxxxxx shall reasonably cooperate with each other in the investigation, prosecution or defense of any Action (other than Actions with respect to Taxes, which are governed by Article VII or any Action in which the Parties or Xxxxxx, as applicable, are adverse to each other) from or related to the conduct of the Origination Business, the operation Assets or use of the Purchased Assets, the Assumed Liabilities, involving any Person other than the Excluded Assets party providing such information or records or making available such personnel (the Excluded Liabilities and“providing party”); provided, in each casehowever, involving one or more Third Parties. Such cooperation shall include, upon reasonable advance notice, that (i) providing, and causing their respective Affiliates to provide, documentary or other evidence, (ii) implementing, and causing their respective Affiliates to implement, record retention, litigation hold or other documentary or evidence policies or (iii) making, and causing their respective Affiliates to make, available directors, officers and employees to give depositions or testimony, all as reasonably related to such Action and reasonably requested by the requesting Party or Xxxxxx from time to time. Except as otherwise provided in Article X, party shall promptly reimburse the Person requesting such cooperation shall pay the providing party for any reasonable out-of-pocket expenses incurred by the providing party in connection with the provision of any such assistance (including disbursements), but the requesting party shall not be responsible to reimburse the providing party for such party’s time spent in such cooperation (including reasonable legal fees and disbursements) or the salaries or costs of fringe benefits or other similar expenses paid by the Person providing party hereto (to its Affiliates or Affiliate thereof, as the case may be) providing such cooperation and by its related entities or their respective officers, directors, employees and agentspartners, but not including reimbursing such Person (or Affiliate thereofprincipals, as the case may be) or its officers, directors, employees personnel and agents for their time spent in while such cooperation. (c) IfPersons are providing any such assistance, following the Closing: (i) any right, property or asset not forming part of the Purchased Assets or otherwise constituting an Excluded Asset is found to have been transferred to Purchaser in error, either directly or indirectly, or received by Purchaser, Purchaser shall transfer, or shall cause its Affiliates to transfer, at no cost to Seller, Xxxxxx or their Affiliates, such right, property or asset (and any related Liability) as soon as reasonably practicable to Seller, Xxxxxx or their Affiliate as directed in writing by Seller; (ii) no providing party shall be required to (A) provide information, records or personnel under circumstances which the providing party believes in its sole reasonable determination may expose it to liability to any rightPerson or may prejudice any commercial, property legal or asset forming part other interest of the Purchased Assets is found to have been retained by providing party or (B) take any Asset Seller Entity action that, in errorthe providing party’s sole determination, either directly or indirectly, or received by any Asset Seller Entityunreasonably interferes with its business. Notwithstanding the foregoing, Seller shall, or shall cause the other applicable Asset Seller Entity to transfer, at no cost to Purchaser, such right, property or asset (and any related Liability, to the extent an Assumed Liability) as soon as reasonably practicable to the applicable Designated Purchaser; and (iii) any right, property or asset agrees that, if held promptly after it receives a request from Buyer for the same, it will provide to Buyer financial information and data, including without limitation, balance sheets, statements of operations and cash flow (accompanied by a certification of an Asset Seller Entity would have formed part of the Purchased Assets pursuant to Section 2.01(a), is found to have been held as of the Closing by an Affiliate officer of Seller that such information is not an Asset true and correct), with respect to the Origination Business as reasonably requested by Buyer, based on the reasonable advice of its counsel and auditors that the same is necessary in order for Buyer to make required public disclosure. Buyer agrees that it will promptly reimburse Seller Entityfor any reasonable out-of-pocket expenses incurred by Seller in connection with the provision of any such information (including disbursements). In the event that such information must be audited for purposes of such public disclosure, Seller shall cause such Affiliate agrees that it will either engage its auditors (at Buyer’s cost and expense) to transfer, at no cost perform the audit or it will allow Buyer’s auditors with the access and information necessary to Purchaser, such right, property or asset (and any related Liability, to perform the extent an Assumed Liability) as soon as reasonably practicable to the applicable Designated Purchaseraudit.