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 execution of this Agreement, at Acquisition Sub’s or ITS’s request and without further consideration, Seller shall timely execute and deliver, and shall cause Parent to execute and/or deliver, to Acquisition Sub such other instruments of sale, transfer, conveyance, assignment and confirmation, and take such other actions, as may be reasonably necessary or desirable in order to more effectively transfer, convey and assign to Acquisition Sub, and to confirm Acquisition Sub’s title to, all of the Assets, and/or to put Acquisition Sub in possession and operating control of the Business and the Assets. Without limiting the generality of the foregoing, Seller and/or Parent shall provide Acquisition Sub with (i) all documentation from Q2 Software, Inc. which is necessary to assign and transfer the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days of the date of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (in either event, the “ST Compliance Period”). Seller shall also, within 10 days of the date of this Agreement, take all actions which are necessary to change the name of Seller to a name which does not utilize either of the words “Cardinal” or “Software”, including filing amendments to its Certificate of Incorporation and to all filings made by Seller to qualify as a foreign corporation in any state or other jurisdiction. Seller and Parent shall also, if requested by Acquisition Sub, reasonably cooperate with Acquisition Sub in attempting to obtain any consents or approvals from the other parties to the Scheduled Contracts with respect to the assignment of the Scheduled Contracts by Seller to Acquisition Sub.

Further Assurances; Post-Closing Cooperation. (a) At any time or from From time to time after the execution of this AgreementClosing Date, at Acquisition Subthe Buyer’s or ITS’s reasonable request and without further considerationat Buyer’s expense, the Seller shall timely execute and deliver, deliver or use commercially reasonable efforts to cause the execution and shall cause Parent to execute and/or deliver, to Acquisition Sub delivery of such other instruments of sale, transfer, conveyance, assignment conveyance and confirmation, transfer and take such other actions, actions as the Buyer may be reasonably necessary or desirable request in order to more effectively (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and assign delivery to Acquisition Subthe Buyer of the Purchased Assets, and (b) convey, transfer to confirm Acquisition Sub’s title to, all of and vest in the Assets, and/or Buyer and to put Acquisition Sub the Buyer in possession and operating control of all or any part of the Business and the Purchased Assets. Without limiting In addition, in the generality event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the foregoingClosing Date, Seller and/or Parent shall provide Acquisition Sub with (i) all documentation from Q2 Softwarethe Buyer, Inc. which is necessary to assign its successors and transfer assigns as the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx true and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days lawful attorney of the date Seller with full power of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (substitution in either event, the “ST Compliance Period”). Seller shall also, within 10 days of the date of this Agreement, take all actions which are necessary to change the name of Seller to a the Buyer or in the name which does not utilize either of the words “Cardinal” Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or “Software”to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including filing amendments to its Certificate of Incorporation and to all filings made by Seller to qualify any amounts payable as a foreign corporation interest in any state or other jurisdiction. Seller and Parent shall also, if requested by Acquisition Sub, reasonably cooperate with Acquisition Sub in attempting to obtain any consents or approvals from the other parties to the Scheduled Contracts with respect to the assignment of the Scheduled Contracts by Seller to Acquisition Subthereof.

Further Assurances; Post-Closing Cooperation. (a) At any time or from From time to time after the execution of this AgreementClosing Date, at Acquisition Subthe Buyer’s or ITS’s request and without further considerationreasonable request, Seller the Sellers shall timely execute and deliver, deliver or use commercially reasonable efforts to cause the execution and shall cause Parent to execute and/or deliver, to Acquisition Sub delivery of such other instruments of sale, transfer, conveyance, assignment conveyance and confirmation, transfer and take such other actions, actions as the Buyer may be reasonably necessary or desirable request in order to more effectively (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and assign delivery to Acquisition Subthe Buyer of the Purchased Assets, and (b) convey, transfer to confirm Acquisition Sub’s title to, all of and vest in the Assets, and/or Buyer and to put Acquisition Sub the Buyer in possession and operating control of all or any part of the Business and the Purchased Assets. Without limiting the generality foregoing, in the event that following the Closing Date, any Accounts Receivable are received by or otherwise paid to either Seller, such Seller shall hold the same in trust for the Buyer and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such Accounts Receivable to the Buyer without offset or reduction for any reason whatsoever. Each Seller hereby constitutes and appoints, effective as of the foregoing, Seller and/or Parent shall provide Acquisition Sub with (i) all documentation from Q2 Software, Inc. which is necessary to assign and transfer the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days of the date of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (in either eventClosing Date, the “ST Compliance Period”). Buyer, its successors and assigns as the true and lawful attorney of such Seller shall also, within 10 days with full power of the date of this Agreement, take all actions which are necessary to change substitution in the name of the Buyer or in the name of such Seller to a name which does not utilize either but for the benefit of the words “Cardinal” Buyer (a) to collect for the account of the Buyer all Accounts Receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the Accounts Receivable or “Software”to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including filing amendments to its Certificate of Incorporation and to all filings made by Seller to qualify any amounts payable as a foreign corporation interest in any state or other jurisdiction. Seller and Parent shall also, if requested by Acquisition Sub, reasonably cooperate with Acquisition Sub in attempting to obtain any consents or approvals from the other parties to the Scheduled Contracts with respect to the assignment of the Scheduled Contracts by Seller to Acquisition Subthereof.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the execution of this AgreementClosing, at Acquisition Sub’s or ITS’s Purchaser's request and without further consideration, Seller shall timely execute and deliver, and shall cause Parent deliver to execute and/or deliver, to Acquisition Sub Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions, actions as Purchaser may be reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Acquisition SubPurchaser, and to confirm Acquisition Sub’s Purchaser's title to, all of the Business and the Assets, and/or and, to the full extent permitted by Law, to put Acquisition Sub Purchaser in actual possession and operating control of the Business Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the AssetsOperative Agreements. Without limiting Effective on the generality Closing Date, the Corporation hereby constitutes and appoints Purchaser the true and lawful attorney of Corporation, with full power of substitution, in the name of Corporation or Purchaser, but on behalf of and for the benefit of Purchaser: (i) to demand and receive from time to time any and all of the foregoingAssets 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 or Proceedings that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the 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 Purchaser shall reasonably determine. Seller and/or Parent hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall provide Acquisition Sub not be revocable by it in any manner or for any 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) all documentation from Q2 Softwarethe preparation of Tax Returns, Inc. which is necessary to assign and transfer the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller the determination or enforcement of rights and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days of the date of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (in either event, the “ST Compliance Period”). Seller shall also, within 10 days of the date of obligations under this Agreement, take all actions which are necessary to change (iii) compliance with the name requirements of Seller to a name which does not utilize either any Governmental or Regulatory Authority, (iv) the determination or enforcement of the words “Cardinal” rights and obligations of any Indemnified Party or “Software”(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, including filing amendments 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. If, in order properly to prepare its Certificate 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 Incorporation 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 all filings made by Seller to qualify as a foreign corporation the contrary contained in any state or other jurisdiction. Seller and Parent shall alsothis Section, if requested by Acquisition Subthe parties are in an adversarial relationship in litigation or arbitration, reasonably cooperate the furnishing of information, documents or records in accordance with Acquisition Sub in attempting paragraphs (c) or (d) of this Section shall be subject to obtain any consents or approvals from the other parties applicable rules relating to the Scheduled Contracts with respect to the assignment of the Scheduled Contracts by Seller to Acquisition Subdiscovery.

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the execution of this AgreementClosing, at Acquisition SubBuyer’s or ITS’s request request, at no cost to Buyer and without further consideration, Seller shall timely execute and deliver, and shall cause Parent deliver to execute and/or deliver, to Acquisition Sub Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions, actions as Buyer may be reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Acquisition SubBuyer, and to confirm Acquisition SubBuyer’s title to, all of the AssetsPurchased Assets and, and/or to the full extent permitted by law, to put Acquisition Sub Buyer in actual possession and operating control of the Business 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. To the Assets. Without limiting the generality extent that Buyer cannot be granted possession in respect of any Purchased Asset as of the foregoingClosing Date, such Purchased Asset shall be 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 asset(s). Unless specifically permitted in this Agreement or otherwise authorized by Buyer, after the Closing, Seller and/or Parent shall provide Acquisition Sub not, and Seller shall cause the Employees to not, retain or use any copy of any Transferred Technology or any other Purchased Technology Asset that is capable of being copied, including any materials constituting Transferred Technology. 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 or Buyer, but on behalf of and for the benefit of Buyer: (i) to demand and receive from time to time any and all documentation from Q2 Softwareof the 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, Inc. which is necessary prosecute, compromise and settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Buyer may deem proper in order to assign and transfer collect, assert or enforce any claim, right or title of any kind in or to the domain names xxxxxxxx000.xxxPurchased Assets; xxxxxxxx-xxxxxxxx.xxx and Xxxxxxxx-xxxxxxxx.xxx (iii) to Acquisition Sub, with such documentation to be defend or compromise any or all Actions or Proceedings in form and content satisfactory to Acquisition Subrespect of any of the Purchased Assets; and (iiiv) voluntary disclosure agreements executed by both Seller to do all such acts and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller things in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable relation to the ST States has been paid, with such agreements, certificates and/or other evidence matters set forth in the preceding clauses (“Sales Tax Evidence”i) to be provided by Seller within 180 days of the date of this Agreementthrough (iii) as Buyer shall deem desirable; provided, however, that such period shall be extended to up to 360 days if any of the date actions authorized by this section could reasonably be determined to result in a claim for indemnification by Buyer against Seller, then Buyer shall not take any such actions without complying with the procedures set forth in 0 of this Agreement so long as Agreement. Seller evidences hereby acknowledges that Seller is making reasonable the appointment hereby made and diligent efforts to obtain such Sales Tax Evidence (the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in either event, the “ST Compliance Period”)any manner or for any reason. Seller shall also, within 10 days deliver to Buyer at the Closing a power of the date of this Agreement, take all actions which are necessary to change the name of Seller to a name which does not utilize either of the words “Cardinal” or “Software”, including filing amendments to its Certificate of Incorporation and to all filings made by Seller to qualify as a foreign corporation in any state or other jurisdiction. Seller and Parent shall also, if requested by Acquisition Sub, reasonably cooperate with Acquisition Sub in attempting to obtain any consents or approvals from the other parties attorney to the Scheduled Contracts with respect to the assignment of the Scheduled Contracts foregoing effect duly executed by Seller to Acquisition SubSeller.

Further Assurances; Post-Closing Cooperation. (a) At any time or from From time to time after the execution of this AgreementClosing Date, at Acquisition Subthe Buyer’s or ITS’s request and without further considerationreasonable request, the Seller shall timely execute and deliver, deliver or use commercially reasonable efforts to cause the execution and shall cause Parent to execute and/or deliver, to Acquisition Sub delivery of such other instruments of sale, transfer, conveyance, assignment conveyance and confirmation, transfer and take such other actions, actions as the Buyer may be reasonably necessary or desirable request in order to more effectively (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and assign delivery to Acquisition Subthe Buyer of the Purchased Assets, and (b) convey, transfer to confirm Acquisition Sub’s title to, all of and vest in the Assets, and/or Buyer and to put Acquisition Sub the Buyer in possession and operating control of all or any part of the Business and the Purchased Assets. Without limiting the generality foregoing, in the event that following the Closing Date, any Accounts Receivable are received by or otherwise paid to the Seller, the Seller shall hold the same in trust for the Buyer and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such Accounts Receivable to the Buyer without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the foregoingClosing Date, Seller and/or Parent shall provide Acquisition Sub with (i) all documentation from Q2 Softwarethe Buyer, Inc. which is necessary to assign its successors and transfer assigns as the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx true and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days lawful attorney of the date Seller with full power of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (substitution in either event, the “ST Compliance Period”). Seller shall also, within 10 days of the date of this Agreement, take all actions which are necessary to change the name of Seller to a the Buyer or in the name which does not utilize either of the words “Cardinal” Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all Accounts Receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the Accounts Receivable or “Software”to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including filing amendments to its Certificate of Incorporation and to all filings made by Seller to qualify any amounts payable as a foreign corporation interest in any state or other jurisdictionrespect thereof. Seller and Parent shall also, if requested by Acquisition Sub, reasonably cooperate with Acquisition Sub in attempting to obtain any consents or approvals from the other parties to the Scheduled Contracts with respect to the assignment of the Scheduled Contracts by Seller to Acquisition Sub.138358.00102/7171707v.5

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the execution of this AgreementClosing, at Acquisition Sub’s or ITS’s Purchasers' request and without further consideration, Seller Sellers shall timely execute and deliver, and shall cause Parent deliver to execute and/or deliver, to Acquisition Sub Purchasers such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions, actions as Purchasers may be reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Acquisition SubPurchasers the Business, and to confirm Acquisition Sub’s Purchasers' title toto the Assets. Except with regard to matters set forth in Articles IX and X, effective on the Closing Date, Sellers hereby constitute and appoint Purchasers the true and lawful attorney of Sellers, with full power of substitution, in the name of Sellers or Purchasers, but on behalf of and for the benefit of Purchasers: (i) to demand and receive from time to time any and all of the Assets, and/or Assets and to put Acquisition Sub make endorsements and give receipts and releases for and in possession and operating control respect of the Business same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all Actions or Proceedings that Purchasers may deem reasonably proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the 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 Purchasers shall deem desirable. Sellers hereby acknowledge that the appointment hereby made and the Assetspowers hereby granted are coupled with an interest and are not and shall not be revocable by them in any manner or for any reason. Without limiting Sellers shall deliver to Purchasers at Closing an acknowledged power of attorney to the generality foregoing effect executed by Sellers. Purchasers shall indemnify and hold harmless Sellers from any and all Losses caused by or arising out of any actions by Purchasers in their exercise of such power of attorney. Following the foregoingClosing, Seller and/or Parent shall provide Acquisition Sub 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 (provided such access does not unreasonably interfere with the business operations of each party), to the extent that such access may be reasonably required by the requesting party in connection with (i) all documentation from Q2 Softwarethe preparation of Tax Returns, Inc. which is necessary to assign and transfer the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller the determination or enforcement of rights and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days of the date of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (in either event, the “ST Compliance Period”). Seller shall also, within 10 days of the date of obligations under this Agreement, take all actions which are necessary to change (iii) compliance with the name requirements of Seller to a name which does not utilize either any Governmental or Regulatory Authority, (iv) the determination or enforcement of the words “Cardinal” rights and obligations of any party to this Agreement or “Software”, including filing amendments to its Certificate any of Incorporation the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period as is required by Law and to all filings made by Seller to qualify as a foreign corporation in any state event for three (3) years not to destroy or otherwise dispose of any books, records and other jurisdictiondata relating to the Business 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) Business Day period after such offer is made. Seller 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 Parent such information, documents or records are in the possession or control of the other party, such other party shall alsouse its best 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 1.08, if requested by Acquisition Subthe parties are in an adversarial relationship in litigation or arbitration, reasonably cooperate with Acquisition Sub the furnishing of information, documents or records in attempting accordance paragraphs (c) or (d) of this Section shall be subject to obtain any consents or approvals from the other parties applicable rules relating to the Scheduled Contracts with respect discovery. back to the assignment of the Scheduled Contracts by Seller to Acquisition Sub.top