Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller shall, or shall cause its Affiliates to, make available to Purchaser such data in personnel records of Transferred Employees as is reasonably necessary for Purchaser to transition such employees into Purchaser’s records.
Further Conveyances and Assumptions; Consent of Third Parties. From time to time following the Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the rights, titles and interests intended to be conveyed to Purchaser under this Agreement, the Transfer Documents and the Escrow Agreement and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, the Transfer Documents and the Escrow Agreement, and to otherwise make effective the transactions contemplated hereby and thereby.
Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Company and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Company Documents and to assure fully to the Company and its successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby.
Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Seller Entities and Purchaser shall, and shall cause their respective Affiliates (including BPP) to, execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns or the Seller Entities or their respective successors and assigns (as the case may be), all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or retained by or transferred to the Seller Entities under this Agreement and the Seller Documents and to assure fully to the Seller Entities and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby, including (i) transferring back to Seller or the applicable Seller Sub any asset or Liability not contemplated by this Agreement to be a Transferred Asset, Assumed Liability, BPP Retained Asset or BPP Agreed Liability, as applicable, which asset or Liability was transferred to Purchaser or its Designated Affiliate(s) at the Closing or retained by BPP and (ii) transferring to Purchaser, its Designated Affiliate(s) or BPP any Transferred Asset, BPP Retained Asset, Assumed Liability or BPP Agreed Liability, as applicable, which was not transferred to Purchaser or its Designated Affiliate(s) at Closing or retained by BPP.
Further Conveyances and Assumptions; Consent of Third Parties. From time to time following the Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to (i) consummate or implement expeditiously the transactions contemplated by this Agreement or the other Transaction Documents or (ii) seek to obtain any required third party consent or approval to the assignment of any Purchased Contracts; provided, however, that Seller and its Affiliates shall have no obligation to incur any expenses or Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability in seeking to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to seek to obtain, or seek to cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities.
Further Conveyances and Assumptions; Consent of Third Parties. From time to time following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases, and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the other Party and its respective successors or assigns, the performance in full of the intents and purposes of Sections 2.6 and 2.7 and to otherwise make effective the Acquisition.
Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller and Buyer shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Buyer and its successors or assigns, all of the rights, titles and interests intended to be conveyed to Buyer under this Agreement and to assure fully to Buyer and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer under this Agreement, and to otherwise make effective the transactions contemplated hereby and thereby.
Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquaintances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Acquisition Sub under this Agreement and the Collateral Agreement and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Acquisition Sub under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby.
Further Conveyances and Assumptions; Consent of Third Parties. (a) From time to time following the Closing, the Seller and the Buyer shall, and shall cause their respective controlled Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and aquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to the Buyer and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the Ancillary Agreements and to assure fully to the Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by the Buyer under this Agreement and NAI-1502700397v12 the Ancillary Agreements, and to otherwise make effective the transactions contemplated hereby and thereby.
Further Conveyances and Assumptions; Consent of Third Parties. 2.5.1. Effective at the Closing, the Sellers hereby irrevocably constitute and appoint each of the Purchasers the true and lawful attorneys (separately and jointly) of each of the Sellers, with full power of substitution, in the name of the Sellers or Purchasers, but on behalf of and for the benefit of the Purchasers and at Purchasers' cost and expense: (i) to demand and receive from time to time any and all the Purchased Assets and to make endorsements and give receipts and releases for and with respect to the same and any part thereof; and (ii) to institute, prosecute and settle any and all actions or proceedings that Purchasers may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets; (iii) to defend or settle any or all actions or proceedings with respect to any of the Purchased Assets, except that if indemnification is sought by the Purchasers under Section 11, the provisions of Section 11 shall apply to such action or proceeding and the Purchasers may not be entitled to defend or settle such action or proceeding except as set forth in Section 11, (iv) to do all such acts and things in relation thereto as Purchasers shall deem necessary or desirable. Each of the Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Each of the Sellers shall deliver to the Purchasers at the Closing an acknowledged power of attorney to the foregoing effect executed and notarized and/or apostiled by each of the Sellers in the form attached hereto as SCHEDULE 2.5.1. Without limiting the foregoing, in the event that the Sellers receive, at any time after the Closing, any payments related to the Business (including without limitation from any customer for payment under any Purchased Contract), the Sellers shall promptly transfer such payment to the Purchasers (or any Affiliate of the Purchasers designated by the Purchasers) as designated by the Parent.
