Further Assurances; Wrong Pockets. (a) The Seller shall, and shall cause its Affiliates to, execute and deliver such further instruments of conveyance and transfer and take such additional action as the Buyer may reasonably request to effect, consummate, confirm or evidence the sale and transfer to the Buyer of the Interests and the TS Business and the other transactions contemplated by this Agreement or the Reorganization Agreement. The Buyer shall, and shall cause its Affiliates to, execute and deliver such further instruments of assumption and take such additional action as the Seller may reasonably request to effect, consummate, confirm or evidence the transactions contemplated hereby.
Further Assurances; Wrong Pockets. (a) Subject to the terms and conditions of this Agreement, including Section 7.8, each of the Parties will use reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated hereby, including using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder.
Further Assurances; Wrong Pockets. (a) From time to time, pursuant to the request of a party delivered to the other party after a Closing Date, and without further consideration other than the other party’s out-of-pocket expenses, such party shall execute, deliver and acknowledge such other instruments and documents of conveyance and transfer or assumption and shall take such other actions and shall execute and deliver such other documents, certifications and further assurances as the other party reasonably may request in order to vest and confirm more effectively in the Buyer title to or to put the Buyer more fully in legal possession of, or to enable the Buyer to use, any of the Transferred Assets, or to enable the Buyer to complete, perform or discharge any of the Assumed Liabilities and to release the Sellers of the Assumed Liabilities or otherwise enable the parties to carry out the purposes and intent of this Agreement.
Further Assurances; Wrong Pockets. (a) From time to time, pursuant to the request of a party delivered to the other party after the Closing Date, and without further consideration other than the other party’s out-of-pocket expenses, such party shall execute, deliver and acknowledge such other instruments and documents of conveyance and transfer or assumption and shall take such other actions and shall execute and deliver such other documents, certifications and further assurances as the other party reasonably may request in order to vest and confirm more effectively in the Buyer title to or to put the Buyer more fully in legal possession of, or to enable the Buyer to use, any of the Transferred Assets, or to enable the Buyer to complete, perform or discharge any of the Assumed Liabilities and to release the Sellers of the Assumed Liabilities or otherwise enable the parties to carry out the purposes and intent of this Agreement; provided that the Sellers shall not be required to incur Liabilities pursuant to any such arrangement beyond those Liabilities imposed on the Sellers otherwise by this Agreement.
Further Assurances; Wrong Pockets. From time to time following the Closing (or the Deferred India Closing, as applicable), the Seller and the Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases and acquittances and instruments, and shall take all such other reasonable actions as may be necessary or appropriate to make effective the transactions contemplated hereby as may be reasonably requested by the other party hereto (including (i) transferring back to the Seller or its designated Affiliates any asset or liability not contemplated by this Agreement to be a Business Asset or an Assumed Liability that was transferred to the Buyer or its Affiliates at or after the Closing (including by transfer of the equity interests of the Transferred Entities),or any Deferred India Closing and (ii) transferring to the Buyer or its designated Affiliates (and having the Buyer or its Affiliate assume) any asset or liability contemplated by this Agreement to be a Business Asset or an Assumed Liability, respectively, which was not transferred to or assumed by the Buyer or its Affiliates at the Closing (including by transfer of the equity interests of the Transferred Entities) or any Deferred India Closing), in each case of clause (i) and (ii), at each party’s own expense and for no additional consideration. In the event that any Selling Entity receives any payment for or in respect of any Transferred Asset or in respect of the Business after the Closing or, in the case of India Transferred Assets and the related portion of the Business, after any Deferred India Closing (in each case, other than in respect of any Excluded Assets), the Seller agrees to promptly remit (or cause to be promptly remitted) such funds to the Buyer. In the event that the Buyer receives any payment related to any Excluded Asset after the Closing, the Buyer will promptly remit (or cause to be promptly remitted) such funds to the Seller. Following the Closing (or, as it relates to employees located in India, if applicable, the Deferred India Closing), in the event that Seller identifies any employee who, as of immediately prior to the Closing (or Deferred India Closing, as applicable), was exclusively dedicated to the Business whose employment has not transferred to Buyer in accordance with the terms of this Agreement, Seller shall notify Buyer and provide Buyer the opportunity to make an offer of employment to such individual on ...
Further Assurances; Wrong Pockets. (a) From time to time following the Closing, Seller shall, and shall cause its Controlled Affiliates to, and Purchaser shall, and shall cause its Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases and acquittances and such instruments, and shall take such reasonable actions as may be necessary or appropriate to make effective the Transactions as may be reasonably requested by the other party; provided, however, that nothing in this Section 7.3 shall require any party or any of its respective Affiliates to expend any money, commence or participate in any Proceeding, incur liabilities or offer or grant any accommodation (financial or otherwise) to any third party following the Closing.
Further Assurances; Wrong Pockets. (a) The Sellers shall, and shall cause their respective Affiliates to, execute and deliver such further instruments of conveyance and transfer and take such additional action as the Buyer may reasonably request to effect, consummate, confirm or evidence the sale and transfer to the Buyer of the Interests and the Purchased Assets. The Buyer shall, and shall cause its Affiliates to, execute and deliver such further instruments of assumption and take such additional action as the Seller may reasonably request to effect, consummate, confirm or evidence the Transactions. The parties agree such actions may include entering into any agreements or instruments providing for the sale, transfer, conveyance, assignment or delivery of any of the Purchased Assets, or the assumption of any Assumed Liabilities, located outside the United States of America or Canada as the parties jointly determine would be required pursuant to requirements of applicable local Law to be documented separately from this Agreement, which agreements shall be negotiated in good faith between the parties, but in all events shall be consistent with the terms of this Agreement and have appropriate provisions to pay the applicable portion of the Purchase Price, as required by applicable Law, in local currency (which will reduce the corresponding obligation to make payment under this Agreement) in such amounts and such countries as jointly determined by the parties; provided, however, that any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Reuters on the date that is three Business Days prior to the Closing Date.
Further Assurances; Wrong Pockets. (a) During the Pre-Closing Period, the Parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement, including execution of the Ancillary Documents. Subject to Section 5.1, as promptly as practicable after the date hereof, the Company, the Buyer and the Seller (i) shall make all filings and give all notices reasonably required to be made and given by such Party in connection with transactions contemplated by this Agreement, including those set forth on Schedule 5.8(a) and (ii) shall use commercially reasonable efforts to obtain all third-party consents required in connection with the transactions contemplated by this Agreement; provided that, except as otherwise expressly provided in this Agreement, neither the Company nor the Seller shall be required to incur any out-of-pocket costs and expenses, or pay any fees, in connection with obtaining any such third-party consents. Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Further Assurances; Wrong Pockets. (a) Following the Closing, from time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered by its relevant Affiliates, all such documents and instruments and shall take, or cause to be taken by its relevant Affiliates, all such further or other actions as such requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.
Further Assurances; Wrong Pockets. Each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions (at no material cost or expense to the Party to whom the request is directed) as may be reasonably required to carry out the provisions hereof and give effect to the Transactions; provided that Buyer shall not be required by this Section 7.3 to initiate or join in any Proceeding. After the Closing, Seller shall promptly (and shall cause its Affiliates to promptly) transfer or deliver to Buyer cash, checks (which shall be properly endorsed) or other property that Seller may receive in respect of any item that constitutes part of the Purchased Assets or relates to the Assumed Liabilities. After the Closing, Buyer shall promptly transfer or deliver to Seller cash, checks (which shall be properly endorsed) or other property that Buyer may receive in respect of any item that is an Excluded Asset or relates to the Retained Liabilities. After the Closing, if Seller or any of Affiliates is subject to an Assumed Liability, Seller will promptly notify Buyer, and Buyer will assume, accept and be responsible for discharging such Assumed Liability. After the Closing, if Buyer or any of its Affiliates is subject to a Retained Liability, Buyer will promptly notify Seller and Seller will assume, accept and be solely responsible for discharging such Retained Liability. ARTICLE VIII
