Common use of Further Assurances; Cooperation Clause in Contracts

Further Assurances; Cooperation. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactions, including confirmation of certain financial information and all material Contracts of the Company within seven days of the date hereof. In furtherance and not in limitation of the covenants of the parties contained in this Section 5.1, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any Contemplated Transaction, each of the Buyer, the Company and each of the Members will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Contemplated Transactions; provided, however, that no party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing. (b) The Company and each of the Members will use their commercially reasonable efforts to have those key employees of the Company identified by the Buyer on Schedule 5.1(b) execute and deliver to Buyer a non-competition and non-solicitation agreement, containing restrictions similar to those set forth in Section 5.3(a) of this Agreement, provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the Buyer’s customary terms and conditions. In addition, the Company and each of the Members will use their commercially reasonable efforts to have other employees of the Company identified by the Buyer on or before the Closing Date, execute and deliver to the Buyer a confidentiality and assignment of inventions agreement containing the Buyer’s customary terms and conditions. (c) In connection with the Buyer’s reporting and filing obligations with the SEC, and as otherwise required by Law, the Members shall, at Buyer’s request, provide reasonable assistance to the Company and Buyer with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for the quarters and year to date periods as required by the SEC, to be completed no later than 68 calendar days after the Closing. Each of the Members shall assist Buyer free of charge and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Buyer’s auditors regarding the Required Financials and the Company. All costs and expenses necessary for the preparation of the Required Financials after the Closing shall be borne by the Company or Buyer.

Further Assurances; Cooperation. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto Parties agrees to use its commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done, and to assist and cooperate with the other parties hereto Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contemplated TransactionsTransactions contemplated hereby, including confirmation including, without limiting the generality of the foregoing, assistance confirming certain financial information and all material Contracts of the Company within seven days of the date hereofhereof as may be reasonably requested by a Party hereto. In furtherance and not in limitation of the covenants of the parties Parties contained in this Section 5.1Section, if any administrative or judicial action or proceeding, including any proceeding by a private third party, is instituted (or threatened to be instituted) challenging any Contemplated Transactionof the Transactions contemplated hereby, each of the BuyerPurchaser, the Company and each of the Members Stockholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Contemplated TransactionsTransactions contemplated hereby; provided, however, that no party Party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing. (b) The Prior to the Closing Date, the Company and each of the Members Stockholders will use their commercially reasonable efforts to (i) have those key employees of the Company identified by the Buyer on Schedule 5.1(b) ▇▇▇▇▇ ▇▇▇▇▇▇ execute and deliver to Buyer Purchaser a non-competition and non-solicitation agreement, containing restrictions similar reasonably satisfactory to those set forth in Section 5.3(a) of this Agreement, provision for injunctive relief and indemnification for breaches of such agreement Purchaser and otherwise containing the BuyerPurchaser’s customary terms and conditions. In addition, the Company and each of the Members will use their commercially reasonable efforts to (ii) have other employees of the Company identified by the Buyer Purchaser on or before the Closing Date, execute and deliver to the Buyer Purchaser a confidentiality and assignment of inventions agreement containing the BuyerPurchaser’s customary terms and conditions. (c) In connection with the Buyer’s reporting and filing obligations with the SEC, and as otherwise required by Law, the Members The Stockholders shall, at BuyerPurchaser’s requestreasonable request and without charge to Purchaser, provide reasonable assistance to assist the Company and Buyer the Purchaser with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for the quarters all relevant quarterly and year to year-to-date periods as required by the SECperiods, to be completed no later than 68 calendar days after the Closing. Each The Stockholders shall assist Purchaser and the Company free of charge, will pay for up to $20,000 of expenses (the “Audit Reimbursement”) incurred by the Company in connection with the preparation of the Members shall assist Buyer free of charge Required Financials, and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the BuyerPurchaser’s auditors regarding the Required Financials Financials, the Company and its business. Notwithstanding the Company. All costs foregoing, the Stockholders may elect, by notice to Purchaser at Closing, to deduct $20,000 from the Closing Date Working Capital Payment (provided, for avoidance of doubt, the Company Working Capital calculations in Section 1.2 shall be calculated as if such $20,000 was not deducted from the Closing Date Working Capital Payment) in lieu of and expenses necessary for the preparation in full satisfaction of the Required Financials after Stockholders’ obligation to pay the Closing shall be borne by the Company or BuyerAudit Reimbursement.

Further Assurances; Cooperation. (a) Upon From and after the terms Closing, the Seller and subject to the conditions herein provided, Purchaser each of the parties hereto agrees to will use its commercially reasonable best efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective as promptly as practicable the Contemplated Transactions, including confirmation of certain financial information Transactions and all material Contracts of the Company within seven days of the date hereof. In furtherance and not in limitation of the covenants of the parties contained in this Section 5.1, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any Contemplated Transaction, each of the Buyer, the Company and each of the Members will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Contemplated Transactions; provided, however, that no party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing, including to: (i) obtain all necessary waivers, consents and approvals from other parties; (ii) obtain all Governmental Authorizations that are required to be obtained under any Law and (iii) effect all necessary registrations and filings including filings and submissions of information requested or required by any Governmental Authority. In connection therewith, the Seller will cause the Nominee to take such actions as are necessary, proper or advisable to facilitate the Contemplated Transactions. In no event, however, will the Seller be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 4.1. (b) The Company Notwithstanding and each of the Members will use their commercially reasonable efforts to have those key employees of the Company identified by the Buyer on Schedule 5.1(b) execute and deliver to Buyer a non-competition and non-solicitation agreement, containing restrictions similar to those set forth in without limiting Section 5.3(a) of this Agreement, provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the Buyer’s customary terms and conditions. In addition4.2 hereof, the Company parties further acknowledge that, in connection with certain intercompany transfers and each of the Members will use their commercially reasonable efforts transactions that may be undertaken by Seller and its Affiliates prior to have other employees of the Company identified by the Buyer on or before the Closing Date, execute certain assets and deliver related rights may continue to be held in the Buyer a confidentiality and assignment name of inventions agreement containing the Buyer’s customary terms and conditions. (c) In connection with the Buyer’s reporting and filing obligations with the SEC, and as otherwise required by Law, the Members shall, at Buyer’s request, provide reasonable assistance to the Company as of the Closing Date (such assets and Buyer with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (rights the “Required FinancialsNon-transferred Assets”) for the quarters and year ). From time to date periods as required by the SEC, to be completed no later than 68 calendar days after the Closing. Each of the Members shall assist Buyer free of charge and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Buyer’s auditors regarding the Required Financials and the Company. All costs and expenses necessary for the preparation of the Required Financials time after the Closing shall be borne Date, to the extent that the Purchaser discovers the existence of a Non-Transferred Asset, the parties will cooperate in good faith to effect the transfer of such Non-transferred Asset from the Company to an entity designated by the Company or BuyerSeller, provided that this would not alter the original intent of the parties as evidenced by this Agreement with respect to the Shares to be sold and transferred to the Purchaser.

Further Assurances; Cooperation. (a) Upon the terms and subject Subject to the conditions herein provided, limitations or other provisions of this Agreement and any Ancillary Agreement: (i) each of the parties hereto agrees to Parties shall use its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties hereto Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, Transactions and carry out the Contemplated Transactionsintent and purposes of this Agreement and the Ancillary Agreements, including confirmation of certain financial information and all material Contracts of the Company within seven days of the date hereof. In furtherance and not in limitation of the covenants of the parties contained in this Section 5.1, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be institutedx) challenging any Contemplated Transaction, each of the Buyer, the Company and each of the Members will cooperate in all respects with each other and use his, her or its respective using commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any obtain satisfaction of the Contemplated conditions precedent to each Party’s obligations hereunder or in any Ancillary Agreement within its reasonable control; (y) performing all covenants and agreements herein or in any Ancillary Agreement applicable to such Party; and (z) executing and delivering any Transfer Document; and (ii) none of the Parties will, without the prior written consent of the other applicable Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the Transactions; provided, however, that no party is required to make any payment to any Person (other than its Representatives) in connection with . Without limiting the generality of the foregoing, where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement or the Ancillary Agreements, such Party shall use commercially reasonable efforts to cause such third parties to provide such cooperation. Nothing in this Section 6.1 will operate to affect the rights and obligations of the Parties under Section 1 and Section 2. (b) The Company and each of To the Members will use their commercially reasonable efforts to have those key employees of the Company identified by the Buyer on Schedule 5.1(b) execute and deliver to Buyer a non-competition and non-solicitation agreementextent that any Ancillary Agreements, containing restrictions similar to those set forth in Section 5.3(a) of this Agreementor schedules or exhibits thereto (including, provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the Buyer’s customary terms and conditions. In additionexample, the Company Services Schedule and each of the Members will use their commercially reasonable efforts Data Processing Addendum referred to have other employees of in the Company identified by the Buyer on or before the Closing Date, execute and deliver to the Buyer a confidentiality and assignment of inventions agreement containing the Buyer’s customary terms and conditions. (cTransition Services Agreement) In connection with the Buyer’s reporting and filing obligations with the SEC, and as otherwise required by Law, the Members shall, at Buyer’s request, provide reasonable assistance to the Company and Buyer with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for the quarters and year to date periods as required by the SEC, are specified to be completed no later than 68 calendar days after following the Closing. Each date hereof, the Parties shall mutually agree upon the terms, covenants, agreements and contents of such items in good faith, except to the Members extent a different standard for completion of such item is specified elsewhere in this Agreement or the other Ancillary Agreements, in which case such specifically specified standard for completion shall assist Buyer free of charge and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Buyer’s auditors regarding the Required Financials and the Company. All costs and expenses necessary for the preparation of the Required Financials after the Closing shall be borne by the Company or Buyerapply.

Further Assurances; Cooperation. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactions, including confirmation of certain financial information and all material Contracts of the Company within seven days of the date hereof. In furtherance and not in limitation of the covenants of the parties contained in this Section 5.1, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any Contemplated Transaction, each of the Buyer, the Company and each of the Members Shareholders will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Contemplated Transactions; provided, however, that no party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing. (b) The Company and each of the Members Shareholders will use their commercially reasonable efforts to have those the key employees of the Company identified by the Buyer and its Subsidiaries set forth on Schedule 5.1(b) execute and deliver to Buyer a non-competition and non-solicitation agreement, containing restrictions similar to those set forth in Section 5.3(a) and (b) of this Agreement, provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the Buyer’s 's customary terms and conditions. In addition, the Company and each of the Members Shareholders will use their commercially reasonable efforts to have other employees of the Company identified by the Buyer on or before the Closing Date, execute and deliver to the Buyer a confidentiality and assignment of inventions agreement containing the Buyer’s 's customary terms and conditions. (c) In connection with the Buyer’s 's reporting and filing obligations with the SEC, and as otherwise required by Law, the Members Shareholders shall, at Buyer’s 's request, provide undertake their commercially reasonable assistance efforts to assist the Company and Buyer with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “"Required Financials”") for the quarters and year to date periods as required by the SEC, to be completed no later than 68 calendar days after the Closing. Each of the Members Shareholders shall undertake their commercially reasonable efforts to assist Buyer free of charge and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Buyer’s 's auditors regarding the Required Financials and the Company. All costs and expenses necessary for the preparation of the Required Financials after the Closing shall be borne by the Company or Buyer.

Further Assurances; Cooperation. (a) Upon The parties hereto agree that they will, at any time and from time to time after the terms and subject to the conditions herein providedClosing Date, each upon request of the parties hereto agrees to use its commercially reasonable efforts to other, take or cause to be taken all actions, such further action and to do execute and deliver or cause to be doneexecuted and delivered all such further documents as such other party may reasonably require for the assigning, transferring and delivering of the Acquired Assets and assuming the Assumed Liabilities and documenting the transactions contemplated hereby. HCS will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier or other business associate of the Business from maintaining substantially the same business relationships with HFC after the Closing Date as it maintained with HCS prior to the Closing Date, and HCS will assist HFC in effecting an orderly and effective transition of the Business from HCS to HFC. Without limiting the generality of the foregoing, during the six (6) months immediately following the Closing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of HCS, shall, to the extent she remains employed by HCS or any Affiliate of HCS, (i) be reasonably available to assist HFC, and cooperate shall provide HFC with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effectivesuch assistance as it may reasonably request, in the most expeditious manner practicable, the Contemplated Transactionsconnection with such orderly and effective transition, including confirmation of certain financial information and all material Contracts by answering questions regarding the history of the Company within seven days Business' relationships with its customers (provided that such assistance shall not, in any material respect, interfere with her performance of her full-time duties to HCS), and (ii) have primary responsibility for overseeing the date hereof. In furtherance management by HCS of any Terminated Contracts, communicating with HFC regarding the status of such Terminated Contracts and not coordinating with HFC in limitation the transitioning of the covenants of the parties contained in this Section 5.1, if any administrative or judicial action or proceedingsuch Terminated Contracts, including any proceeding by a private partythe employees and contractors of HCS who service such Terminated Contracts, is instituted (or threatened to be instituted) challenging any Contemplated Transaction, each of the Buyer, the Company and each of the Members will cooperate in all respects with each other and use his, her or its respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Contemplated TransactionsHFC; provided, however, that no party is required to make any payment to any Person (other than its Representatives) in connection with the foregoing. (b) The Company and each of the Members will use their commercially reasonable efforts to have those key employees of the Company identified by the Buyer on Schedule 5.1(b) execute and deliver to Buyer a non-competition and non-solicitation agreement, containing restrictions similar to those set forth in Section 5.3(a) of this Agreement, provision for injunctive relief and indemnification for breaches of such agreement and otherwise containing the Buyer’s customary terms and conditions. In addition, the Company and each of the Members will use their commercially reasonable efforts to have other employees of the Company identified by the Buyer on or before the Closing Date, execute and deliver to the Buyer a confidentiality and assignment of inventions agreement containing the Buyer’s customary terms and conditions. (c) In connection with the Buyer’s reporting and filing obligations with the SEC, and as otherwise required by Law, the Members shall, at Buyer’s request, provide reasonable assistance to the Company and Buyer with the preparation and completion of audited and reviewed financial statements and related footnotes for the Company (the “Required Financials”) for the quarters and year to date periods as required by the SEC, to be completed no later than 68 calendar days after the Closing. Each of the Members shall assist Buyer free of charge and will make themselves reasonably available after Closing to adequately respond to and address all comments and questions from the Buyer’s auditors regarding the Required Financials and the Company. All costs and expenses necessary for the preparation of the Required Financials after the Closing Terminated Contract shall be borne by transitioned to HFC unless and until the Company or Buyercustomer party thereto has consented in writing to such transition.