Further Assurances; Post-Closing Cooperation Sample Clauses

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.
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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, each of the parties hereto 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.
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 full 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 its obligations under this Agreement and the Operative Agreements.
Further Assurances; Post-Closing Cooperation. (a) From time to time after the Closing, at Purchaser's request and without further consideration, Sellers shall, and Parent shall cause Sellers to, 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 consistent with this Agreement 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, the Assets 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 Sellers to fulfill their obligations under this Agreement and the Operative Agreements.
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, Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, 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, the Shares and, to the full extent permitted by law, to put Purchaser in actual possession and operating control of Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill its obligations under this Agreement.
Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, Sellers shall execute and deliver to Purchaser such other documents and instruments, provide such materials and information and take such other actions as Purchaser may reasonably request more effectively to vest title to the Shares in Purchaser and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Company and the Subsidiaries and their Assets and Properties and Books and Records, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Operative Agreements to which they are a party.
Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the execution of this Agreement, at Acquisition Sub’s or ITS’s request and without further consideration, Seller shall timely execute and deliver, and shall cause Parent to execute and/or deliver, to Acquisition Sub such other instruments of sale, transfer, conveyance, assignment and confirmation, and take such other actions, as may be reasonably necessary or desirable in order to more effectively transfer, convey and assign to Acquisition Sub, and to confirm Acquisition Sub’s title to, all of the Assets, and/or to put Acquisition Sub in possession and operating control of the Business and the Assets. Without limiting the generality of the foregoing, Seller and/or Parent shall provide Acquisition Sub with (i) all documentation from Q2 Software, Inc. which is necessary to assign and transfer the domain names xxxxxxxx000.xxx; xxxxxxxx-xxxxxxxx.xxx and Xxxxxxxx-xxxxxxxx.xxx to Acquisition Sub, with such documentation to be in form and content satisfactory to Acquisition Sub; and (ii) voluntary disclosure agreements executed by both Seller and the applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that no sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), or that all sales tax payable to the ST States has been paid, with such agreements, certificates and/or other evidence (“Sales Tax Evidence”) to be provided by Seller within 180 days of the date of this Agreement; provided, however, that such period shall be extended to up to 360 days of the date of this Agreement so long as Seller evidences that Seller is making reasonable and diligent efforts to obtain such Sales Tax Evidence (in either event, the “ST Compliance Period”). Seller shall also, within 10 days of the date of this Agreement, take all actions which are necessary to change the name of Seller to a name which does not utilize either of the words “Cardinal” or “Software”, including filing amendments to its Certificate of Incorporation and to all filings made by Seller to qualify as a foreign corporation in any state or other jurisdiction. Seller and Parent shall also, if requested by Acquisition Sub, reasonably cooperate with Acquisition Sub in attempting to obtain any consents or approvals from the other parties to the Scheduled Contracts with respect to the assignment of the Scheduled Cont...
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Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, the Seller shall execute and deliver or cause to be executed and delivered to the Purchaser such other documents and instruments, provide such materials and information and take such other actions as the Purchaser may reasonably request in order to effect the transfer, as provided in this Agreement, of the Assets and the Assumed Liabilities to the Purchaser and, to the full extent permitted by Law, to put the Purchaser in actual possession of the same.
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, 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 control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Operative Agreements. From time to time after the Closing, at Purchaser's request and expense, Seller will reasonably cooperate with Purchaser in its efforts to maximize any Tax benefits associated with the Assets with respect to periods following the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Seller's Tax position. From time to time after the Closing, at Seller's request and expense, Purchaser will reasonably cooperate with Seller in its efforts to maximize any Tax benefits associated with the Assets with respect to periods prior to the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Purchaser's Tax position.
Further Assurances; Post-Closing Cooperation. At any time or from time to time after the Closing, Seller shall execute and deliver to Purchaser such other documents and instruments, provide such materials and information and take such other actions as Purchaser may reasonably request more effectively to vest title to the Shares in Purchaser and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Company and their Assets and Properties and Books and Records, and otherwise to cause Seller to fulfill its obligations under this Agreement . 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 or Condition of the Company 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. 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 or Condition of the Company not referred to in paragraph (b) 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, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordanc...
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