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, at Purchaser's request and without further consideration, Seller shall 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 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, and, to the full extent permitted by Law, to put Purchaser in actual possession and control of the 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 Operative Agreements. From time to time after the Closing, at Purchaser's request and expense, Seller will reasonably cooperate with Purchaser in its efforts to maximize any Tax benefits associated with the Assets with respect to periods following the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Seller's Tax position. From time to time after the Closing, at Seller's request and expense, Purchaser will reasonably cooperate with Seller in its efforts to maximize any Tax benefits associated with the Assets with respect to periods prior to the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Purchaser's Tax position. (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 PSE Colstrip Interests 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 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 thirty (30) day period after such offer is made. (c) 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 PSE Colstrip Interests not referred to in paragraph (b) 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 such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 13.06. (d) Notwithstanding anything to the contrary contained in this Section 1.07, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraph (c) of this Section 1.07 shall be subject to applicable rules relating to discovery.

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, at Purchaser's request each of the Parties shall, and without further considerationshall cause their respective Affiliates to, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets, andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and control of the 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 to cause the Operative AgreementsTransaction to occur. (b) Purchaser and Seller agree that Seller may maintain copies of any Books and Records or other books and records that are included in the Purchased Assets and that are delivered to Purchaser hereunder. From Purchaser agrees to retain and maintain such Books and Records or other books and records related to the Purchased Assets for a period of at least seven (7) years after Closing or such longer minimum period as is required by applicable Law (plus, in each case, any additional time to time after the Closing, at Purchaser's request and expense, during which Purchaser has been advised by Seller will reasonably cooperate with Purchaser in its efforts to maximize any that (i) there is an ongoing Tax benefits associated with the Assets with respect to periods following the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Seller's Tax position. From time to time after the Closing, at Seller's request and expense, Purchaser will reasonably cooperate with Seller in its efforts to maximize any Tax benefits associated with the Assets audit with respect to periods prior to the Closing and or (ii) any such period is otherwise open to minimize the Tax costs associated with the transactions contemplated hereby; provided assessment). During any such cooperation does not adversely affect Purchaser's Tax position. (b) Following the Closingperiod, each party will afford the other party, its counsel Purchaser agrees to give Seller and its accountantsAffiliates and their respective Representatives reasonable cooperation, access (including copies) and staff assistance, as needed, during normal business hourshours and upon reasonable notice, reasonable access to the books, records and other data relating to the PSE Colstrip Interests in its possession with respect to periods prior the Books and Records or any other books and records delivered to the Closing and the right to make copies and extracts therefrom, to the extent that such access Purchaser hereunder as may be reasonably required by necessary for general business purposes, including the requesting party in connection with (i) defense of litigation, the preparation of Tax Returns, (ii) Returns and financial statements and the determination or enforcement management and handling 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 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 thirty (30) day period after such offer is madeTax audits. (c) If, following the Closing, any right, property or asset not forming part of the Purchased Assets is found to have been transferred to Purchaser in order properly error, either directly or indirectly (including as a result of the Restructuring), Purchaser shall transfer, or shall cause its Affiliates (including the Purchased Entities) to prepare its Tax Returnstransfer, other documents or reports required at no cost to be filed with Governmental or Regulatory Authorities Seller or its financial statements Affiliates, such right, property or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating asset (and any related Liability) as soon as reasonably practicable to the PSE Colstrip Interests not referred to in paragraph (b) aboveAffiliate of Seller indicated by Seller. If, and such informationfollowing the Closing, documents any right, property or records are in the possession or control asset forming part of the Purchased Assets is found to have been retained by any Seller Entity or Rexam Entity in error, either directly or indirectly (including as a result of the Restructuring), Seller shall transfer, or shall cause the other partySeller Entities to transfer, at no cost to Purchaser, such other party shall use its best efforts right, property or asset (and any related Liability) as soon as reasonably practicable to furnish Purchaser or make available such information, documents or records an Affiliate of Purchaser (or copies thereofincluding a Purchased Entity) at the recipient's request, cost and expense. Any information obtained indicated by such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 13.06Purchaser. (d) Notwithstanding anything to the contrary contained in this Section 1.07, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraph (c) of this Section 1.07 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms Purchaser and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each Seller shall agrees that it will execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmationdocuments, provide such materials and information further information, and take such other actions as Purchaser may reasonably deem necessary action, whether prior or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets, and, subsequent to the full extent permitted by Law, to put Purchaser in actual possession and control of the 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 Operative Agreements. From time to time after the applicable Closing, at Purchaser's request and expense, Seller will as may be reasonably cooperate with Purchaser in its efforts requested by the other party to maximize any Tax benefits associated with the Assets with respect to periods following the Closing and to minimize the Tax costs associated with further the transactions contemplated hereby; provided such cooperation does not adversely affect Seller's Tax position. From time to time after the Closing, at Seller's request and expense, Purchaser will reasonably cooperate with Seller in its efforts to maximize any Tax benefits associated with the Assets with respect to periods prior to the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Purchaser's Tax positionby this Agreement. (b) Purchaser has advised Sellers that Purchaser (or its affiliates) may be required to file, in compliance with certain laws and regulations, audited financial statements, pro forma financial statements and other financial information related to the Properties for up to three (3) years prior to the applicable Closing and any interim period during the fiscal year in which the applicable Closing occurs (collectively, the “Financial Information”). Following the a Closing, each party will afford the other party, applicable Seller agrees to use its counsel commercially reasonable efforts to cooperate with Purchaser and its accountantsrepresentatives and agents in preparation of the Financial Information; provided, however, that no Seller shall be required to incur any material out-of-pocket expenses or costs unless Purchaser reimburses such Seller for same. Each Seller shall maintain and allow access to, during normal business hours, reasonable access such books and records of such Seller, such Seller’s accountants and such Seller’s manager of its respective Company’s Property reasonably related to such Property. Further, so long as the bookspersons in charge of the management of the applicable Property at the time of Closing remain in the employ of a Seller or an affiliate of a Seller, records and other data relating such Seller will make such persons reasonably available for interview. Upon Purchaser’s request, each Seller agrees to provide a representation letter, signed by the PSE Colstrip Interests in its possession with respect to periods prior to individual(s) responsible for such Seller’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Closing and Auditing Standards Division of the right to make copies and extracts therefromAmerican Institute of Certified Public Accountants, to the extent that such access as may be reasonably required by to assist the requesting party accountants in connection with rendering an opinion on such Financial Information. Notwithstanding the foregoing, no Seller shall be required to provide any information concerning (i) the preparation of Tax Returnssuch Seller’s capital structure or debt, (ii) such Seller’s financial analyses or projections, investment analyses, account summaries or other documents prepared solely for such Seller’s internal purposes and not directly related to the determination or enforcement operation of rights and obligations under this Agreementthe Property, (iii) compliance with the requirements of any Governmental such Seller’s tax returns, or Regulatory Authority, (iv) the determination financial statements of such Seller or enforcement any affiliate of the rights and obligations of any Indemnified Party or such Seller (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 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 thirty (30) day period after such offer is madethan Property-level financial statements). (c) 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 PSE Colstrip Interests not referred to in paragraph (b) 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 such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 13.06. (d) Notwithstanding anything to the contrary contained in this Section 1.07, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraph (c) The provisions of this Section 1.07 11.6 shall be subject to applicable rules relating to discoverysurvive the Closing.