Further Transfers; Transition Assistance. Sellers will execute and deliver such instruments of conveyance and transfer and take such additional action as Buyers may reasonably request to effect, consummate, confirm or evidence the transfer to Buyers of the Purchased Assets, the assumption by Buyers of the Assumed Liabilities and the conduct by Buyers of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Sellers will execute such documents as may be necessary to assist Buyers in preserving or perfecting its rights in the Purchased Assets and their ability to conduct the Business. Buyers will execute and deliver such instruments of assumption and other document as Sellers may reasonably request to effect, consummate, confirm or evidence the assumption by Buyers of the Assumed Liabilities. Following the Closing, Sellers and Buyers agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Business; provided, however, that Sellers and Buyers, as applicable, will reimburse the other for such other Party’s reasonable out-of-pocket expenses in connection therewith. Except as permitted pursuant to Schedule 9.4, Sellers and the Shareholders agree that subsequent to the Closing they will refer all Client and Prospective Client inquiries with respect to the Business to Buyers.
Further Transfers; Transition Assistance. Both prior to and after Closing, Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action (including without limitation, all documents described or required under Section 2.4(b) as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer, as contemplated by this Agreement, to Buyer of the Purchased Assets, the license of and security interest in the Licensed Patents, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of Seller’s Table Games Business (including with respect to obtaining and maintaining all Gaming Permits, Gaming Product Approvals, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights (including ownership) in the Purchased Assets, its license of the Licensed Patents, and its ability to conduct Seller’s Table Games Business (collectively “Instruments of Conveyance”). Seller hereby designates Buyer as Seller’s attorney in fact and law for the purposes of executing any Instruments of Conveyance not timely executed by Seller. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to Seller’s Table Games Business; provided that each Party shall reimburse the other Party for such other party’s reasonable out-of-pocket expenses in connection therewith. Seller agrees that subsequent to the Closing, it shall refer all customer inquiries with respect to the Table Games Business to Buyer.
Further Transfers; Transition Assistance. (a) Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith, and Seller shall execute such documents as may be reasonably necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. All such actions shall be at Buyer’s expense unless the same are caused or necessitated by a breach of any of Seller’s or Parent’s representations, warranties, covenants or agreements herein, in which case such actions shall be at Seller’s expense. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax returns with respect to the Business.
(b) From the date hereof, Seller shall not in any manner take or cause to be taken any action which is designed or intended to discourage, or would be reasonably anticipated to have the effect of discouraging customers, suppliers, distributors, referral sources, insurance companies, lessors, consultants, advisors and other business associates from maintaining the same business relationships with Buyer or the Business after the date of this Agreement as were maintained with Seller prior to the date of this Agreement.
Further Transfers; Transition Assistance. Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Business; provided that each party shall reimburse the other party for such other party’s reasonable out-of-pocket expenses in connection therewith. Seller agrees that subsequent to the Closing they shall refer all customer inquiries with respect to the Business to Buyer.
Further Transfers; Transition Assistance. (a) Seller and Buyer shall each execute and deliver such further instruments of conveyance and transfer and take such additional action as the other may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection with the conduct by Buyer of the Business), and Seller shall, at Buyer's expense, execute such reasonable documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. Without limiting the generality of the foregoing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local, and other tax returns with respect to the Business; provided that each party shall reimburse the other party, for such other party's reasonable out-of-pocket expenses in connection therewith. The Seller agrees that subsequent to the Closing it shall refer all customer inquiries with respect to the Business to Buyer.
Further Transfers; Transition Assistance. Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Purchaser may reasonably request to effect, consummate, confirm or evidence the transfer to Purchaser of the Purchased Assets, the assumption by Purchaser of the Assumed Liabilities and the conduct by Purchaser of the businesses operated in the Premises (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary to assist Purchaser in preserving or perfecting its rights in the Purchased Assets and its ability to operate the Premises. Following the Closing, Seller and Purchaser agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to operation of the Premises; provided that each Party shall reimburse the other party for such other Party's reasonable out-of-pocket expenses in connection therewith.
Further Transfers; Transition Assistance. Each Party agrees that from time to time after the Closing, it will execute and deliver (or cause its Affiliates to execute and deliver) such further instruments, and take (or cause its Affiliates to take) such other action, as may be reasonably necessary to consummate the transactions contemplated by this Agreement and vest Buyer with full title to all Membership Interests and all assets, properties, privileges, rights, approvals and immunities of the Company and its business, or to effect the other purposes of this Agreement. Each Seller agrees that subsequent to the Closing it shall (and shall cause its Affiliates to) refer all customer inquiries with respect to the Company and its business to the Company. Each of the Parties will use its best efforts to take all actions and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the covenants and conditions set forth in this Agreement).
Further Transfers; Transition Assistance. Each party hereto shall execute and deliver such further instruments of conveyance and transfer and take such additional action as each other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement and the conduct by Buyer of the Acquired Business (including DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037 with respect to obtaining all licenses, permits, authorizations, accreditations and consents, and maintaining (for the initial period following Closing) the existing licenses, permits, authorizations, accreditations and consents, all as necessary or desirable in connection therewith), and each Seller Party shall execute such documents as may be reasonably necessary to assist Buyer in preserving or perfecting its rights in the Seller Entity Assets and its ability to conduct the Acquired Business. Each Seller Indemnifying Party agrees that subsequent to the Closing they shall refer all customer inquiries with respect to the Acquired Business to Buyer.
Further Transfers; Transition Assistance. Contributor shall execute and deliver such further instruments of conveyance and transfer and take such additional action as the Company may reasonably request to effect, consummate, confirm or evidence the transfer to LLC 2 and the Company of the LLC 2 Acquired Assets and the Company Acquired Assets respectively, the assumption by LLC 2 of the Assumed Liabilities and the conduct by the Company of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Contributor shall execute such documents as may be necessary to assist LLC 2 and the Company in preserving or perfecting their rights in the LLC 2 Acquired Assets and the Company Acquired Assets and their ability to conduct the Business. Contributor and Parent agree that subsequent to the Closing they shall refer all customer inquiries with respect to the Business to the Company. Prior to the Closing, Contributor shall, at its sole cost and expense, transport and deliver all inventory located at the Salem Real Property to the Ford City Real Property.
Further Transfers; Transition Assistance. Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Purchaser may reasonably request to effect, consummate, confirm or evidence the transfer to Purchaser of the Purchased Assets, the assumption by Purchaser of the Assumed Liabilities and the conduct by Purchaser of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents that do not materially alter the rights and obligations of the parties as may be necessary to assist Purchaser in preserving or perfecting its rights in the Purchased Assets and its ability to operate the Business. Seller agrees that subsequent to the Closing it shall promptly refer all customer inquiries with respect to the Purchased Assets to Purchaser. Unless such action requested by Purchaser in this Section 5.6 is an obligation of Seller as provided in this Agreement, any reasonable costs to undertake such actions shall be the responsibility of Purchaser.
