Post-Closing Assistance. (a) From and after the Closing Date, upon the request of either Buyer or Seller, the parties hereto shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out or effectuate the Transactions.
Post-Closing Assistance. (a) The Seller, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller shall prepare, or cause to be prepared, in a timely manner, all applicable Tax Returns of the Company and its Subsidiaries, or which include the Company and its Subsidiaries, for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right to control any audits of or administrative or court proceedings relating to taxable p...
Post-Closing Assistance a. On the Closing Date and after the Closing, the Parties shall use their best efforts to execute and perform, and procure to be executed and performed, all such further documents, deeds, instruments, agreements and measures as may reasonably be necessary to implement the terms of this Agreement. 101/114
Post-Closing Assistance. From time to time, at Purchaser 's or Seller's request, whether on or after the Closing and without further consideration, Seller or Purchaser, as the case may be, shall execute and deliver or cause to be executed and delivered, such further instruments, including, without limitation, instruments of conveyance and transfer, and take such other action as Purchaser or Seller reasonably may request to effectuate the terms of this Agreement and convey and transfer the Property to Purchaser provided, however, such action does not require the expenditure of any funds without the written agreement of the parties. The terms of this subsection shall survive the Closing.
Post-Closing Assistance. In connection with the preparation of Tax Returns required to be filed by Newco, the Surviving Corporation or the Contributed Subsidiaries following the Closing, Hxxxxx shall provide such documentation and other assistance as may be reasonably requested by Newco in order to permit the timely preparation and filing of such Tax Returns including, without limitation, reasonable access to information, books and records and Tax Returns and workpapers relating to the MCD Business for Taxable periods or portions thereof preceding the Closing.
Post-Closing Assistance. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement and to effect, consummate, confirm or evidence the consummation of the transactions contemplated hereby (including, without limitation, with respect to the sales into, printing and publication of each of the Future Editions and with respect to TransWestern's collection obligations under Section 4.4), each of the Parties will take such further action (including, without limitation, the execution and delivery of such further instruments and documents) as any other Party reasonably may request, at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7.3). During the seven-year period following the Closing Date, TransWestern shall have reasonable access to Seller's or, if applicable, Shareholder's books and records (and to make copies thereof at TransWestern's expense) for any proper purpose set forth by TransWestern in a writing delivered to Seller or Shareholder.
Post-Closing Assistance. In case at any time after the Closing any ----------------------- further action is reasonably necessary or desirable to consummate the transactions contemplated by this Agreement and the Other Documents, the Principal Shareholder and Purchaser will promptly take or cause to be taken such further action (including the execution and delivery of such further instruments and documents) as Principal Shareholder or Purchaser may reasonably request.
Post-Closing Assistance. After the Closing, each Party (a “Requesting Party”) shall, from time to time, upon written request therefor, execute and deliver to any other Party, any confirmatory instruments which such Requesting Party may reasonably request in order to consummate the transactions contemplated under this Agreement and/or under the Transaction Documents.
Post-Closing Assistance. Upon the reasonable request of the Purchaser, after the Closing, the Company shall use its commercially reasonable efforts to provide such information available to it, including information, filings, reports, financial statements or other circumstances of the Company occurring, reported or filed prior to the Closing, as may be necessary or required by the Company for the preparation of the post-Closing Date reports that the Company is required to file with the SEC to remain in compliance and current with its reporting requirements under the Securities and Exchange Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any SEC comments relating thereto or any SEC inquiry thereof. Such efforts of the Company shall be at the expense of the Purchaser.
Post-Closing Assistance. In case at any time after the Closing any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and to effect, consummate, confirm or evidence the consummation of the transactions contemplated hereby, each of the Parties will take such further action (including, without limitation, the execution and delivery of such further instruments and documents) as any other Party reasonably may request. Without limiting the generality of the foregoing, Seller and Shareholder will cooperate with Buyer and OMGI in the provision of any and all information requested by Buyer or OMGI in connection with (i) the administration of this Agreement, or (ii) the filing or provision of financial or other information with or to the federal Securities and Exchange Commission or other authorities, and filings with any such authority that contain any such information.
