Common use of Subsequent Documentation Clause in Contracts

Subsequent Documentation. Each Seller and each Executive Shareholder shall, at any time and from time to time after the Closing Date, upon the reasonable request of the Buyer and at the expense of the Sellers and the Executive Shareholders, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered (whether by any Seller, any Shareholder or any other Person), all such further deeds, assignments, transfers and conveyances as may be required for the better assigning, transferring, granting, conveying and confirming to the Buyer or its successors and assigns or for aiding and assisting in collecting and reducing to possession, any or all of the Purchased Property. Each Seller and each Executive Shareholder hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney-in-fact of such Seller or Executive Shareholder with full power of substitution in the name of such Buyer or in the name of the Seller or Executive Shareholder but for the benefit of the Buyer (a) to collect for the account of the Buyer any item of Purchased Property and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to assert or enforce any right, title or interest in or to the Purchased Property and to defend or compromise (subject to Section 10, if applicable) any and all actions, suits or proceedings in respect of any of the Purchased Property. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. EACH SELLER AND EACH EXECUTIVE SHAREHOLDER HEREBY DECLARES THAT THE FOREGOING APPOINTMENT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE AND PERPETUAL AND SHALL NOT BE TERMINATED BY ANY ACT OF ANY SELLER, ANY EXECUTIVE SHAREHOLDER OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, BY OPERATION OF LAW OR BY THE OCCURRENCE OF ANY OTHER EVENT OR IN ANY OTHER MANNER.

Subsequent Documentation. Each Seller and each Executive Shareholder shallparty agrees that it will, at any time, prior to, at or after Closing, duly execute and deliver to the other party any additional documents or instruments which are necessary in connection with the consummation of the purchase and sale contemplated herein, and the failure of a party to demand such documents or instruments at or before the Closing shall not alleviate the obligation of the other party to execute and deliver the same at any time upon reasonable demand of by such requesting party. From and from time to time after the Closing Datedate hereof and through the Closing, upon the reasonable request Seller shall give prompt written notice to Purchaser of the Buyer and at the expense of the Sellers and the Executive Shareholders, do, execute, acknowledge and deliverany written notice received by Seller, or cause the occurrences of any event which would, or with the passage of time, would prevent the Seller from performing its obligations hereunder, or which would constitute a breach of warranty or representation. Further, Seller agrees to be done, executed, acknowledged keep and delivered (whether by any Seller, any Shareholder or any other Person), all such further deeds, assignments, transfers and conveyances as may be required for the better assigning, transferring, granting, conveying and confirming to the Buyer or its successors and assigns or for aiding and assisting in collecting and reducing to possession, any or perform all of the Purchased Propertyobligations to be performed by it as landlord under the Lease through the date of Closing. Each Seller and each Executive Shareholder hereby constitutes and appoints, effective as of Until the Closing Dateor any termination of this Agreement, the Buyerwhichever shall first occur, its successors and assigns as the true and lawful attorney-in-fact of such Seller or Executive Shareholder with full power of substitution in the name of such Buyer or in the name of the Seller or Executive Shareholder but for the benefit of the Buyer shall: (a) to collect for Not terminate, amend, modify, extend, renew, waive or accept the account surrender of the Buyer any item of Purchased Property and Leases; (b) Not enter into, accept or consent to institute and prosecute all proceedings any new contract, or restriction on the Property (including without limitation intended, easement, restriction, covenant, declaration, or dedication) which would continue after Closing, without the Buyer Purchaser's prior written consent; (c) Not commence any action or proceeding or petition, apply for or consent to any action or proceeding, the effect of which may be to change the zoning of the Property or its assessed valuation; (e) Not sell, assign or transfer the Property or any part thereof, nor grant any option or right of first refusal, sell, assign or transfer the Property, nor enter into any executory agreement for the sale, assignment or transfer of the Property or any part thereof; (f) Promptly deliver to Purchaser a copy of any written notice or other written communication received or given by the Seller alleging any breach or default under the Lease or any Permitted Encumbrances, or any violation of law; (g) After Seller has knowledge or receives written notice of any material change after the date of this Agreement, in its discretion deem proper the physical condition of the Property or any condemnation, Seller shall promptly notify Purchaser; or (h) Seller shall not list the Property with any broker or otherwise solicit or make or accept any offers to sell the Property, engage in order to assert any discussions or enforce negotiations with any right, title or interest in or third party with respect to the Purchased Property and to defend sale or compromise (subject to Section 10, if applicable) any and all actions, suits other disposition or proceedings in respect of any financing of the Purchased Property. The Buyer shall be entitled to retain for its own account , or enter into any amounts collected pursuant to contracts or agreements (whether binding or not) regarding any disposition or financing of the foregoing powers, including any amounts payable as interest in respect thereof. EACH SELLER AND EACH EXECUTIVE SHAREHOLDER HEREBY DECLARES THAT THE FOREGOING APPOINTMENT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE AND PERPETUAL AND SHALL NOT BE TERMINATED BY ANY ACT OF ANY SELLER, ANY EXECUTIVE SHAREHOLDER OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, BY OPERATION OF LAW OR BY THE OCCURRENCE OF ANY OTHER EVENT OR IN ANY OTHER MANNERProperty.