Common use of Further Transfers; Transition Assistance Clause in Contracts

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. Both prior to and after Closing, (a) The 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, transfer 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 the Business (including with respect to obtaining and maintaining all Gaming Permitslicenses, Gaming Product Approvalspermits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall shall, at Buyer's expense, 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, Assets and its ability to conduct Seller’s Table Games Business (collectively “Instruments the Business. Without limiting the generality 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 Closingforegoing, Seller and Buyer agree to cooperate with each other after the Closing and to provide each other with all information information, records and documentation reasonably necessary (i) to permit the preparation and filing of all federal, state, local local, and other Tax Returns tax returns, (ii) in connection with any financial reporting, accounting, litigation and tax matters with respect to Seller’s Table Games the Business; provided that and (iii) for purposes of evaluating the Buyer's Reconciliation Statement; PROVIDED THAT each Party party shall reimburse the other Party party for such other party’s 's reasonable out-of-pocket expenses in connection therewith. Seller may retain copies of all books, records, files and other documents included in the Purchased Assets for the purposes set forth above. (b) From the date hereof, the Seller shall not in any manner take or cause to be taken any action which is designed or intended, or which would be reasonably anticipated to have the effect of, discouraging customers, suppliers, referral sources, governmental agencies, 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 the Business prior to the date of this Agreement. Seller agrees that subsequent to the Closing, Closing it shall refer all customer inquiries with respect to the Table Games Business to Buyer. (c) Upon Seller's reasonable request, Buyer shall cooperate with Seller after the Closing Date to make available to Seller the services of Xxxxxxx Xxxxxx. Buyer and Seller shall negotiate a reasonable fee associated with such services. (d) At Buyer's request, Seller shall provide Buyer with certain reprint fulfillment services for the Purchased Magazines for a period not to exceed 90 days after the Closing Date. Seller shall receive fifty percent (50%) of all profits from such reprint fulfillment services after being reimbursed for all direct costs (including commissions) associated with such services. (e) At Buyer's request Seller shall take all reasonable steps and execute all necessary documents in order to assist the Buyer in effectuating the transfer to Buyer of all Intellectual Property Rights included in the Purchased Assets. Without limiting the generality of the foregoing sentence, if Buyer determines after the Closing Date that any such Intellectual Property Rights purportedly assigned by Seller hereunder are owned by any third party (including without limitation any member, Affiliate or subsidiary of Seller), then promptly upon reasonable written request from Buyer, Seller shall assist Buyer in obtaining such third party assignments of Intellectual Property Rights.

Further Transfers; Transition Assistance. Both prior to and after Closing, (a) 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, transfer to Buyer of the Purchased Assets, including the license of and security interest in the Licensed PatentsPurchased Intellectual Property, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of Seller’s Table Games the Business (including with respect to obtaining and maintaining all Gaming Permitslicenses, Gaming Product Approvalspermits, authorizations, accreditations and consents other Consents necessary or desirable in connection therewith), and Seller shall execute such documents as Buyer may be necessary reasonably request to assist Buyer in preserving or perfecting its rights (including ownership) in the Purchased Assets, its license of the Licensed Patents, Assets and its ability to conduct Seller’s Table Games Business (collectively “Instruments the Business. Buyer shall execute and deliver such further instruments of Conveyance”). assumption and take such additional action as Seller hereby designates may reasonably request to effect, confirm or evidence the assumption by Buyer as Seller’s attorney in fact and law for of the purposes of executing any Instruments of Conveyance not timely executed by SellerAssumed Liabilities. 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 (i) the audited financial statements required by the rules and regulations of the SEC and (ii) all federal, state, local and other Tax Returns with respect to Seller’s Table Games Business; provided the Business as set forth in Section 6.8. (b) No Principal nor Seller shall in any manner take or cause to be taken any action that each Party shall reimburse is designed or intended to discourage, or would be reasonably anticipated to have the effect of discouraging, brokers, distributors, customers, suppliers, referral sources, Governmental Bodies, insurance companies, lessors, consultants, advisors and other Party for such other party’s reasonable out-of-pocket expenses in connection therewithbusiness associates from maintaining the same business relationships with Buyer or the Business after the Closing Date as were maintained with the Business prior to the date of this Agreement. Seller agrees and the Principals agree that subsequent to the Closing, it Closing they shall use commercially reasonable efforts to refer all customer inquiries with respect to the Table Games Business to Buyer. (c) After the Closing, Seller shall not interfere with Buyer's collection efforts and Seller shall permit Buyer to collect, in the name of the Business, all accounts and notes receivable and to endorse with the name of the Business for deposit in Buyer's accounts any checks or drafts received in payments thereof. Seller shall promptly deliver to Buyer any cash, checks or other property that it may receive after the Closing in respect of any accounts or notes receivable relating to the Business that were part of the Purchased Assets. (d) In furtherance of the foregoing, if after the Closing a claim with respect to the Business arises from an occurrence prior to the Closing and such claim relates to an Assumed Liability then, if Buyer reasonably believes such claim may be covered by insurance maintained by Seller or any of their Affiliates (and such insurance policies have not been assigned to Buyer hereunder), Seller (or their applicable Affiliates) shall, upon the request of Buyer, seek recovery on behalf of and remit any recovery under such insurance to Buyer. (e) The Parties will use commercially reasonable efforts to cause Paymentech (or any other applicable credit card processor) to pay Seller for all credit card settlements accrued prior to the Closing Date and to pay Buyer for all credit card settlements accrued on or after the Closing Date.

Further Transfers; Transition Assistance. Both prior to and after (a) After the Closing, Seller and Buyer each 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 the other party may reasonably request to effect, consummate, confirm or evidence the transfer, as contemplated by this Agreement, transfer to Buyer of the Purchased Assets, the license of Assets 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 Permitslicenses, Gaming Product Approvalspermits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary reasonably requested by Buyer to assist Buyer in preserving or perfecting its rights (including ownership) in the Purchased Assets, its license . (b) Each of the Licensed Patentsparties hereto agrees that (i) so long as any of the books, records or files of the Business remain in existence and are under its ability direct or indirect control, the other party shall have the right 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 inspect and to provide each make copies (at its expense and upon reasonable notice to the other with all information and documentation reasonably necessary to permit party) of the preparation and filing of all federal, state, local and other Tax Returns same at any time during normal business hours with respect to any Tax matters or other audits and any pending or threatened litigation (including in connection with Seller’s Table Games Business; 's defense and/or settlement of the Finger Lakes Packaging ---------------------- litigation), other than any litigation in which the other party is adverse to such party, to which it is or may be a party and which relates to its past or current ownership or operation of the Purchased Assets or the Business or for any similar proper purpose and (ii) it also shall direct and grant permission to each officer or employee reasonably designated by the other party to participate in any such litigation, including the Finger Lakes Packaging litigation, if necessary or appropriate, in order that the other party may defend or settle such litigation, including but not limited to providing affidavits, answers to interrogatories, documents, depositions and trial testimony regarding the matters that are the subject of such litigation (it being understood that, unless the other party is entitled to indemnification from such party, the other party shall reimburse such party for the reasonable time, travel and expenses associated with making such individuals available). Neither of the parties hereto will destroy, without first having offered to deliver to the other party, any of such books, records and files for a period of seven years after the Closing Date, provided that each Party party shall reimburse retain any books, records or files -------- containing any information it has collected or maintained pursuant to Environmental Laws (or shall turn them over to the other Party for such party to retain) until the other party’s reasonable out-of-pocket expenses party has no further liability under Section 9.3. (c) Seller shall take any and all reasonably appropriate action to encourage customers, suppliers, employees, lessors and other business associates to maintain the same business relationships with Buyer in connection therewith. with the Business after the Closing Date as were maintained with Seller agrees that subsequent prior to the Closingdate of this Agreement in connection with the Business. (d) During the one year period after the Closing Date, it shall refer all customer inquiries with respect Seller will provide reasonable assistance (including but not limited to the Table Games preparation and/or execution of forms, notifications or other communications) and its consent, in each case as reasonably necessary and as reasonably requested by Buyer, to assist Buyer in the obtaining, transfer or reissuance in Buyer's or a Buyer Party's name of draft or final local, state and federal environmental permits, licenses and certifications necessary for Buyer to conduct the Business. During the one year period after the Closing Date, Seller will also use commercially reasonable efforts to provide such reasonably obtainable non- privileged documentation or information which is in existence as of the Closing Date and is in the possession of Seller or Seller's consultant (and not in the possession of Buyer or its consultant) as Buyer reasonably requests in connection with the transition of the Business to Buyer.