Common use of Further Assurances; Post-Closing Cooperation Clause in Contracts

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 accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. At Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, Seller at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other documents instruments of sale, transfer, conveyance, assignment and instrumentsconfirmation, provide such materials and information and take such other actions as Purchaser may reasonably request deem necessary or desirable in order more effectively to vest 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 Shares in Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Company Business and their the Assets and Properties and Books and Recordsto assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller the Company to fulfill its obligations under this Agreement Agreement. Following the Closing, each party 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 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 returnsReturns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory AuthorityAuthority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, each party agrees 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 <page>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 returnsReturns, 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 the Company or Purchaser 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 commercially reasonable 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 accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. Notwithstanding anything to the contrary contained in this Section, if the parties Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. At Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, Seller at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other documents instruments of sale, transfer, conveyance, assignment and instrumentsconfirmation, provide such materials and information and take such other actions as Purchaser may reasonably request deem necessary or desirable in order more effectively to vest 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 Shares in Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating <page>control of the Company Business and their the Assets and Properties and Books and Recordsto assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller the Company to fulfill its obligations under this Agreement Agreement. Following the Closing, each party 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 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 returnsReturns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory AuthorityAuthority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, each party agrees 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. If, in order properly to prepare its Tax returnsReturns, 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 the Company or Purchaser 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 commercially reasonable 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 accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. Notwithstanding anything to the contrary contained in this Section, if the parties Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. At Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, Seller at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other documents instruments of sale, transfer, conveyance, assignment and instrumentsconfirmation, provide such materials and information and take such other actions as Purchaser may reasonably request deem necessary or desirable in order more effectively to vest 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 Shares in Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Company Business and their the Assets and Properties and Books and Recordsto assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller the Company to fulfill its obligations under this Agreement Agreement. Following the Closing, each party 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 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 returnsReturns, (ii) the determination or enforcement of rights and obligations under this <page>Agreement, (iii) compliance with the requirements of any Governmental or Regulatory AuthorityAuthority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, each party agrees 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. If, in order properly to prepare its Tax returnsReturns, 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 the Company or Purchaser 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 commercially reasonable 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 accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. Notwithstanding anything to the contrary contained in this Section, if the parties Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. At (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, Seller each of the Parties shall, and shall cause each of the Selling Subsidiaries and the PCS Purchasers (as applicable) to, 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 andbe necessary, proper or advisable, 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 and the Transaction Agreements to which it is a party. Following the Closing, each party Party will afford the other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Companies and the PCS 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, at the requesting Party’s expense, to the extent that such access may be reasonably required by the requesting party Party in connection with (i) the preparation of financial reports or Tax returnsReturns, (ii) the determination or enforcement of rights and obligations under this AgreementAgreement or any of the Transaction Agreements, (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, but in each case only to the extent that such access does not unreasonably interfere with the business and operations of the Party providing such access. The requesting Party shall provide a written request to access such information (which written request shall include the reason for such party’s request to access such information) within a reasonable time prior to the requested date of access. Further, each party 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 Party shall first offer in writing to surrender such books, records and other data to the other party Party and such other party shall Party does 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 a Party in accordance with this paragraph subsection shall be held confidential by Seller such Party in accordance with Section 13.05. Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision of this Section shall be subject to applicable rules relating to discovery12.4.

Further Assurances; Post-Closing Cooperation. At (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, Seller at Purchaser’s request and expense, Sellers shall execute and deliver to Purchaser such other documents instruments of sale, transfer, conveyance, assignment and instrumentsconfirmation, provide such materials and information and take such other actions as Purchaser may reasonably request deem necessary in order more effectively to vest transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to to, all of the Shares in Purchaser Sale Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Company Business and their the Sale Assets and Properties and Books and Records, and otherwise to cause Seller to fulfill its obligations under this Agreement assist Purchaser in exercising all rights with respect thereto. (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 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 returnsReturns, (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 party to this Agreement or any of the Operative Agreements, (v) in connection with any actual or threatened Action or ProceedingProceeding or (vi) in connection with the winding up of Sellers’ businesses and the Bankruptcy Cases. Further, 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 returnsReturns, 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 commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by Seller such party in accordance with this paragraph shall be held confidential by Seller such party in accordance with Section 13.0512.06. (d) Notwithstanding anything to the contrary contained in this Section, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with any provision paragraph (c) of this Section shall be subject to applicable rules relating to discovery.. ARTICLE II