Common use of Post-Closing Further Assurances Clause in Contracts

Post-Closing Further Assurances. At any time or from time to time after the Closing, each Party will, upon the reasonable request of the other Party, execute and deliver any further instruments or documents, and exercise commercially reasonable efforts to take such further actions as may reasonably be required, to fulfill and implement the terms of this Agreement or realize the benefits intended to be afforded hereby. After the Closing, and upon prior reasonable request, each Party shall exercise commercially reasonable efforts to cooperate with the other, at the requesting Party's expense (including, but not limited to, out-of-pocket expenses to third parties incurred by any Party), in furnishing non-confidential and non-privileged Records, information, testimony and other assistance in connection with any inquiries, actions, audits, proceedings or disputes involving either of the Parties (other than in connection with 44 disputes between the Parties) and based upon contracts, arrangements or acts of Seller or Purchaser, which were in effect or occurred on, prior to, or after Closing and which relate to PGV or the Plant, including, without limitation, arranging discussions with (and calling as a witness) officers, directors, employees, agents, and representatives of Purchaser or Seller. Without limiting the generality of the foregoing, Seller has provided to Purchaser copies of the audited financial statements (of the type described in Section 5.17) for PGV for each of the three full fiscal years prior to Closing and, upon Purchaser's request, will make the auditors for the Companies reasonably available to answer clarification questions regarding those financial statements and the financial statements of the other Companies that the Purchaser may have.

Post-Closing Further Assurances. At any time or from time to time after the Closing, each Party will, upon the reasonable request of the other another Party, execute and deliver any further instruments or documents, and exercise commercially reasonable efforts Commercially Reasonable Efforts to take such further actions as may reasonably be required, to fulfill and implement the terms of this Agreement or realize the benefits intended to be afforded herebyAgreement. After the Closing, and upon prior reasonable request, each Party shall exercise commercially reasonable efforts Commercially Reasonable Efforts to cooperate with the otherother Parties, at the requesting Party's expense (including, but not limited to, including out-of-pocket expenses to third parties incurred by any PartyParty or its Affiliates and the reasonable value of the time expended by its personnel or the personnel of any of its Affiliates, including the wages or other benefits paid or payable to its officers, directors or employees, that are reasonably attributable to furnishing assistance requested by either Purchaser hereunder), in furnishing non-confidential and non-privileged Recordsrecords, information, testimony and other assistance in connection with any inquiries, actions, audits, proceedings proceedings, including any "true-up" proceeding before the PUCT involving Seller, or disputes involving either any of the Parties hereto (other than in connection with 44 disputes between the PartiesParties hereto) and based upon contracts, arrangements or acts of Seller Seller, a Purchaser, the other STP Owners or Purchaserthe Operating Agent on behalf of one or more of the STP Owners, which were in effect or occurred on, prior to, or after the Closing and which relate to PGV the Purchased Assets or the PlantTransactions, including, without limitation, arranging discussions with (and calling as a witness) officers, directors, employees, agents, agents and representatives of either Purchaser or Seller. Without limiting the generality , including either or both of the foregoing, Seller has provided to Purchaser copies of the audited financial statements (of the type described in Section 5.17) for PGV for each of the three full fiscal years prior to Closing and, upon PurchaserSeller's request, will make the auditors for the Companies reasonably available to answer clarification questions regarding those financial statements and the financial statements of the other Companies that the Purchaser may haveEmployees.

Post-Closing Further Assurances. At any time or from time to time after the Closing, each Party will, upon the reasonable request of the other Party, execute and deliver any further instruments or documents, and exercise commercially reasonable efforts Commercially Reasonable Efforts to take such further actions as may reasonably be required, required to fulfill and implement the terms of this Agreement or realize the benefits intended to be afforded hereby. After the Closing, and upon prior reasonable request, each Party shall exercise commercially reasonable efforts Commercially Reasonable Efforts to cooperate with the other, at the requesting Party's expense (including, but not limited to, including only out-of-pocket expenses to third parties and not the costs incurred by any PartyParty for the wages or other benefits paid to its officers, directors or employees), in furnishing non-confidential and non-privileged Recordsrecords, information, testimony and other assistance in connection with any inquiries, actions, audits, proceedings or disputes involving either of the Parties hereto (other than in connection with 44 disputes between the PartiesParties hereto) and based upon contracts, arrangements or acts of Seller or Seller, Purchaser, the other Facilities Owners or the Operating Agent on behalf of one or more of the Facilities Owners or the other Facilities Switchyard Owners or the Facilities Switchyard Operating Agent on behalf of the one or more of the Facilities Switchyard Owners which were in effect or occurred on, prior to, or after Closing and which relate to PGV or the PlantAssets, including, without limitation, arranging discussions with (and calling as a witness) officers, directors, employees, agents, and representatives of Purchaser or the Seller. Without limiting the generality of the foregoing, Seller has provided to Purchaser copies of the audited financial statements (of the type described in Section 5.17) for PGV for each of the three full fiscal years prior to Closing and, upon Purchaser's request, will make the auditors for the Companies reasonably available to answer clarification questions regarding those financial statements and the financial statements of the other Companies that the Purchaser may have.