Common use of Further Transfers; Transition Assistance Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Casual Male Retail Group Inc)

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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 Buyer 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 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 therewithwith the conduct by Buyer of the Business), and Seller shall 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. Following Without limiting the Closinggenerality 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 local, and other Tax Returns tax returns with respect to the Business; provided that each party shall reimburse the other party party, for such other party’s 's reasonable out-of-pocket expenses in connection therewith. The Seller agrees that subsequent to the Closing they it shall refer all customer inquiries with respect to the Business to Buyer.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (General Media Inc)

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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 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 Without limiting the Closinggenerality 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 local, and other Tax Returns tax returns with respect to the Business; provided that each party shall reimburse the other party for such other party’s '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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Grow Biz International Inc)

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