Further Assurances; Records. Each Party shall cooperate and take such actions, and execute all such further instruments and documents, at or subsequent to the Closing, as another party or other parties may reasonably request in order to convey title to the Purchased Assets to Buyer and otherwise to effect the terms and purposes of this Agreement. Each party shall provide the other party or parties with access to all relevant documents and other information pertaining to the Purchased Assets that are needed by such other party or parties for the purposes of preparing Tax Returns or responding to an audit by any Governmental Authority or for any other reasonable purpose.
Further Assurances; Records. (a) At any time and from time to time after the Closing, the Parties will cooperate with each other to execute and deliver any other documents, instruments of transfer or assignment, and any files, books, and other Records acquired under Section 1.1(e). Subject to the terms and conditions of this Agreement, each of the Parties agrees to use Best Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the Contemplated Transactions, including cooperating fully with the other Parties.
Further Assurances; Records. At the request and the sole expense of the requesting party, Buyer or Sellers, as applicable, shall execute and deliver, or cause to be executed and delivered, such documents as Buyer or Sellers, as applicable, or their respective counsel may reasonably request to effectuate the purposes of this Agreement, the Ancillary Agreements or the Bankruptcy Case, as applicable. If requested by Buyer, Sellers shall cause their Affiliates identified on Schedule 10.2 to execute and deliver such bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Buyer, as Buyer may reasonably request to vest in Buyer or its designated Affiliate or Affiliates all the right, title and interest of such Affiliates in, to or under all assets, if any, that would be Acquired Assets if such Affiliates were Sellers. Without limiting the foregoing, each Party shall promptly provide the other Party with copies of all Records owned or controlled by such Party to the extent that they are related to the Acquired Business or the Acquired Assets, in the case of such Records held by Sellers, or the Excluded Business or the Excluded Assets, in the case of such Records held by Buyer, and to the extent they already exist, including upon either Party’s reasonable request. In the case of such Records to be delivered to either Party that are maintained in electronic format, such Records shall be delivered in an electronic format reasonably requested by the requesting Party to the extent practicable.
Further Assurances; Records. (a) Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Each party shall provide the other party or parties with access to all relevant documents and other information pertaining to the Company and the Subsidiaries which are needed by such other party or parties for the purposes of preparing tax returns or responding to an audit by any governmental agency or for any other reasonable purpose. Such access will be during normal business hours and not subject to time limitations, except as provided below. Further, for a period extending three years after the Effective Time, Newco shall not destroy or otherwise dispose of any records of the Company or the Subsidiaries, or permit the Company or the Subsidiaries to do so, relating to the period prior to Newco's merger with the Company. After such three-year period until six years after the Effective Time, Newco may destroy or otherwise dispose of (or permit the Company or the Subsidiaries to destroy or other dispose of) such records if Newco, the Company or the Subsidiary shall have first offered in writing to surrender such records to the members of the Stockholder Committee and no such person shall have agreed in writing to take possession thereof during the thirty-day period after such offer is made. After such six-year period Newco may destroy or otherwise dispose of such records and may permit the Company or the Subsidiaries to destroy or otherwise dispose of such records.
Further Assurances; Records. 41 8.13 Tax and Financial Cooperation...........................................................................41 8.14
Further Assurances; Records. Seller and Buyer shall cooperate and take such actions, and execute all such further instruments and documents, at or subsequent to the Closing, as either may reasonably request in order to convey title to the Purchased Assets to Buyer and otherwise to effect the terms and purposes of this Agreement. Each party shall provide the other party or parties with access to all relevant documents and other information pertaining to the Purchased Assets which are needed by such other party or parties for the purposes of preparing tax returns or responding to an audit by any governmental agency or for any other reasonable purpose.
Further Assurances; Records. 28 9.10 Severability...........................................................28 9.11 Construction...........................................................28 9.12
Further Assurances; Records. Each party will cooperate and use commercially reasonable efforts to take such actions, and execute all such further instruments and documents, at or subsequent to the Closing, as another party or other parties may reasonably request in order to effect the transactions contemplated by and the terms and purposes of this Agreement, including, without limitation the execution of additional documents evidencing the assignment of Business Proprietary Rights. Each party will provide the other party or parties with access to all relevant documents and other information pertaining to the Business that are needed by such other party or parties for the purposes of preparing Tax Returns or responding to an audit by any Governmental Authority. Each Seller Party agrees to cooperate with and provide assistance to, the Buyer and its Affiliates in connection with any Proceedings or other investigation relating to the Business, in which, in the reasonable judgment of Buyer’s counsel, the assistance or cooperation of such Person is needed. The Buyer shall reimburse such Person(s) for reasonable out-of-pocket costs incurred in connection with such assistance.
Further Assurances; Records. Each of Seller and Buyer shall cooperate and take such actions, and execute all such further instruments and documents, at or subsequent to the Closing, as either may reasonably request in order to convey title to the Purchased Assets to Buyer, effect the assumption by Buyer of the Assumed Liabilities and to otherwise effectuate the terms and purposes of this Agreement. Each party shall provide the other party or parties with access to all relevant documents and other information pertaining to the Purchased Assets which are needed by such other party or parties for the purposes of preparing tax returns or responding to an audit by any governmental agency or for any other reasonable purpose. Such access will be during normal business hours and not subject to time limitations, except as provided below. Buyer represents that, for a period extending three (3) years after the Closing Date, it does not intend to destroy or otherwise dispose of any records with respect to the Purchased Assets, relating to the period prior to Buyer's acquisition of the Purchased Assets.
Further Assurances; Records. Subject to the proviso in Section 6.4(b), each Party shall cooperate and take such actions, and execute all such further instruments and documents, at or subsequent to the Closing, as another party or other parties may reasonably request in order to convey title to the Purchased Assets to Buyer and otherwise to effect the terms and purposes of this Agreement. Each party shall provide the other party or parties with access to all relevant documents and other information pertaining to the Purchased Assets that are needed by such other party or parties for the purposes of preparing Tax Returns or responding to an audit by any Governmental Authority or for any other reasonable purpose.
