Further Assurances; Post-Closing Cooperation Clause Samples
The "Further Assurances; Post-Closing Cooperation" clause requires the parties to take additional actions or provide necessary documents after the main transaction has closed to fully implement the agreement's terms. In practice, this may involve signing supplemental paperwork, transferring assets, or assisting with regulatory filings that were not completed at closing. The core function of this clause is to ensure that any outstanding obligations or administrative steps needed to finalize the transaction are addressed, thereby preventing future disputes or incomplete performance.
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Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement.
(b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made.
(c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fu...
Further Assurances; Post-Closing Cooperation. At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.
Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.
(b) At any time or from time to time after the Closing, at Seller’s request and without further consideration, Purchaser shall execute and deliver to Seller such other instruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order to give effect to Purchaser’s assumption of the Assumed Liabilities.
(c) Effective on the Closing Date, Seller hereby constitutes and appoints Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of Seller or Purchaser, but on behalf of and for the benefit of Purchaser; (i) to demand and receive from time to time any and all the Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all Actions or Proceedings that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets, (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall deem desirable. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it at any time, in any manner or for any reason. Seller shall deliver to Purchaser at Closing an acknowledged power of attorney to the foregoing effect executed by Seller subst...
Further Assurances; Post-Closing Cooperation. At all times before and after the Closing, the parties hereto shall each perform such acts, execute and deliver such instruments and documents and do all such other things consistent with the terms of this Agreement as may be reasonably necessary to accomplish the transactions contemplated in this Agreement or to otherwise carry out the purpose of this Agreement.
Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement and to cause the Transaction to occur.
(b) Purchaser and Seller agree that Seller may maintain copies of any Books and Records or other books and records that are included in the Purchased Assets and that are delivered to Purchaser hereunder. Purchaser agrees to retain and maintain such Books and Records or other books and records related to the Purchased Assets for a period of at least seven (7) years after Closing or such longer minimum period as is required by applicable Law (plus, in each case, any additional time during which Purchaser has been advised by Seller that (i) there is an ongoing Tax audit with respect to periods prior to the Closing or (ii) any such period is otherwise open to assessment). During any such period, Purchaser agrees to give Seller and its Affiliates and their respective Representatives reasonable cooperation, access (including copies) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books and Records or any other books and records delivered to Purchaser hereunder as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax Returns and financial statements and the management and handling of Tax audits.
(c) If, following the Closing, any right, property or asset not forming part of the Purchased Assets is found to have been transferred to Purchaser in error, either directly or indirectly (including as a result of the Restructuring), Purchaser shall transfer, or shall cause its Affiliates (including the Purchased Entities) to transfer, at no cost to Seller or its Affiliates, such right, property or asset (and any related Liability) as soon as reasonably practicable to the Affiliate of Seller indicated by Seller. If, following the Closing, any right, property or asset forming part of the Purchased Assets is found to have been retained by any Seller Entity or Rexam Entity in error, either directly or indirectly (including as a result of the Restructuring), Seller shall transfer, or shal...
Further Assurances; Post-Closing Cooperation. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of Seller and Purchaser shall execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement or to otherwise effect the Transactions.
Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement and to cause the Transactions to occur.
(b) Without limiting the obligations of the Parties and ▇▇▇▇▇▇ under Section 6.08(b) or Section 10.05(a), from and after the Closing, the Parties and ▇▇▇▇▇▇ shall reasonably cooperate with each other in the investigation, prosecution or defense of any Action (other than Actions with respect to Taxes, which are governed by Article VII or any Action in which the Parties or ▇▇▇▇▇▇, as applicable, are adverse to each other) from or related to the conduct of the Business, the operation or use of the Purchased Assets, the Assumed Liabilities, the Excluded Assets or the Excluded Liabilities and, in each case, involving one or more Third Parties. Such cooperation shall include, upon reasonable advance notice, (i) providing, and causing their respective Affiliates to provide, documentary or other evidence, (ii) implementing, and causing their respective Affiliates to implement, record retention, litigation hold or other documentary or evidence policies or (iii) making, and causing their respective Affiliates to make, available directors, officers and employees to give depositions or testimony, all as reasonably related to such Action and reasonably requested by the requesting Party or ▇▇▇▇▇▇ from time to time. Except as otherwise provided in Article X, the Person requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including reasonable legal fees and disbursements) by the Person party hereto (or Affiliate thereof, as the case may be) providing such cooperation and by its officers, directors, employees and agents, but not including reimbursing such Person (or Affiliate thereof, as the case may be) or its officers, directors, employees and agents for their time spent in such cooperation.
(c) If, following the Closing:
(i) any right, property or asset not forming part of the Purchased Assets or otherwise constituting an Excluded Asset is found to have been transferred to Purchaser in error, either directly or indirectly, or receive...
Further Assurances; Post-Closing Cooperation. (i) At any time or from time to time after the Closing, at Buyer’s request, at no cost to Buyer, and without further consideration, Sellers shall execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Buyer may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Buyer and to confirm Buyer’s title to, all of the Purchased Assets, and, to the full extent permitted by law, to put Buyer in actual possession and operating control of the Purchased Assets and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill its/their obligations under this Agreement. (ii) To the extent that Buyer
Further Assurances; Post-Closing Cooperation. At any time or from time to time after the Closing, the Purchaser or the Equityholders shall execute and deliver to the other Party such other documents and instruments, provide such materials and information and take such other actions as the other Party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the Purchaser or the Equityholders to fulfill their obligations under this Agreement.
Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s reasonable request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and otherwise to cause Seller to fulfill its obligations under this Agreement and the Operative Agreements.
(b) Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement,
(iii) compliance with the requirements of any Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made.
(c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (c) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, docu...