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

Further Assurances; Post-Closing Cooperation. From time to time after the Closing Date, at the Buyer’s reasonable request and at Buyer’s expense, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the Seller with full power of substitution in the name of the Buyer or in the name of the Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing Dateexecution of this Agreement, at the BuyerAcquisition Sub’s reasonable or ITS’s request and at Buyer’s expensewithout further consideration, the Seller shall timely execute and deliver or use commercially reasonable efforts deliver, and shall cause Parent to cause the execution and delivery of execute and/or deliver, to Acquisition Sub such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, and take such other actions actions, as the Buyer may be reasonably request necessary or desirable in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, more effectively transfer, convey and delivery assign to the Buyer Acquisition Sub, and to confirm Acquisition Sub’s title to, all of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and and/or to put the Buyer Acquisition Sub in possession and operating control of all or any part the Business and the Assets. Without limiting the generality of the Purchased Assets. In additionforegoing, 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 event applicable state tax authority, “no tax due”, “tax clearance” or other similar certificates and/or other evidence reasonably satisfactory to Acquisition Sub evidencing that following the Closing Dateno sales tax is due or payable by Seller in any ST State (as that term is defined in Section 1.6(e) below), any accounts receivable of Seller are received by or otherwise paid that all sales tax payable to the BuyerST 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 Buyer “ST Compliance Period”). Seller shall hold the same in trust for the Seller and shall promptly (and in any event also, within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as 10 days of the Closing Datedate of this Agreement, the Buyer, its successors and assigns as the true and lawful attorney of the Seller with full power of substitution in take all actions which are necessary to change the name of the Buyer or in the 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 but for 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 benefit other parties to the Scheduled Contracts with respect to the assignment of the Buyer (a) Scheduled Contracts by Seller to collect for the account of the Buyer all accounts receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereofAcquisition Sub.

Further Assurances; Post-Closing Cooperation. From At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable request and at Buyer’s expenserequest, the at no cost to Buyer and without further consideration, Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Buyer such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer may reasonably request deem necessary or desirable in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, more effectively transfer, convey and delivery 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 (b) convey, transfer to and vest in the Buyer and to put the assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement. To the extent that Buyer cannot be granted possession and operating control of all or any part of the Purchased Assets. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective Purchased Asset as of the Closing Date, the such Purchased Asset shall be held by Seller for and on behalf of Buyer until such time as Buyer is granted possession thereof and during such period Seller shall bear all risk of loss with respect to such asset(s). Unless specifically permitted in this Agreement or otherwise authorized by Buyer, its successors after the Closing, Seller shall not, and assigns as Seller shall cause the Employees to not, retain or use any copy of any Transferred Technology or any other Purchased Technology Asset that is capable of being copied, including any materials constituting Transferred Technology. Effective on the Closing Date, Seller hereby constitutes and appoints Buyer the true and lawful attorney of the Seller Seller, with full power of substitution substitution, in the name of the Buyer Seller or in the name Buyer, but on behalf of the Seller but and for the benefit of the Buyer Buyer: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable and any other item of Purchased Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Buyer may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased Assets. The ; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem desirable; provided, however, that if any of the actions authorized by this section could reasonably be entitled determined to retain result in a claim for its own accounts indemnification by Buyer against Seller, then Buyer shall not take any amounts collected pursuant such actions without complying with the procedures set forth in 0 of this Agreement. 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 in any manner or for any reason. Seller shall deliver to Buyer at the Closing a power of attorney to the foregoing powers, including any amounts payable as interest in respect thereofeffect duly executed by Seller.

Further Assurances; Post-Closing Cooperation. From time to time after the Closing Date, at the Buyer’s reasonable request and at Buyer’s expenserequest, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In additionWithout limiting the foregoing, in the event that following the Closing Date, any accounts receivable of Seller Accounts Receivable are received by or otherwise paid to the BuyerSeller, the Buyer Seller shall hold the same in trust for the Seller Buyer and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable Accounts Receivable to the Seller Buyer without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the Seller with full power of substitution in the name of the Buyer or in the name of the Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable Accounts Receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable Accounts Receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.. 138358.00102/7171707v.5

Further Assurances; Post-Closing Cooperation. From (a) At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchasers' request and at Buyer’s expensewithout further consideration, the Seller Sellers shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchasers such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchasers may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchasers the Business, and to confirm Purchasers' title to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In additionExcept with regard to matters set forth in Articles IX and X, in the event that following effective on the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller Sellers hereby constitute and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as appoint Purchasers the true and lawful attorney of the Seller Sellers, with full power of substitution substitution, in the name of the Buyer Sellers or in the name Purchasers, but on behalf of the Seller but and for the benefit of the Buyer Purchasers: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchasers may in its discretion deem reasonably proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased 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 Purchasers shall deem desirable. The Buyer Sellers hereby acknowledge that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be entitled revocable by them in any manner or for any reason. Sellers shall deliver to retain for its own accounts any amounts collected pursuant Purchasers at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Sellers. Purchasers shall indemnify and hold harmless Sellers from any and all Losses caused by or arising out of any actions by Purchasers in their exercise of such power of attorney. Following the Closing, including 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 (provided such access does not unreasonably interfere with the business operations of each party), 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 amounts payable Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further each party agrees for a period as interest is required by Law and in respect any event for three (3) years not to destroy or otherwise dispose of any books, records and other data relating to the Business 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) Business 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 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, documents or records (or copies thereof.) at the recipient's request, cost and expense. Notwithstanding anything to the contrary contained in this Section 1.08, if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery. back to top

Further Assurances; Post-Closing Cooperation. From time to time after the Closing Date, at the Buyer’s reasonable request and at Buyer’s expenserequest, the Seller Sellers shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of such other instruments of conveyance and transfer and take such other actions as the Buyer may reasonably request in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to the Buyer of the Purchased Assets, and (b) convey, transfer to and vest in the Buyer and to put the Buyer in possession and operating control of all or any part of the Purchased Assets. In additionWithout limiting the foregoing, in the event that following the Closing Date, any accounts receivable of Seller Accounts Receivable are received by or otherwise paid to the Buyereither Seller, the Buyer such Seller shall hold the same in trust for the Seller Buyer and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable Accounts Receivable to the Seller Buyer without offset or reduction for any reason whatsoever. The Each Seller hereby constitutes and appoints, effective as of the Closing Date, the Buyer, its successors and assigns as the true and lawful attorney of the such Seller with full power of substitution in the name of the Buyer or in the name of the such Seller but for the benefit of the Buyer (a) to collect for the account of the Buyer all accounts receivable Accounts Receivable and any other item of Purchased Assets and (b) to institute and prosecute all proceedings which the Buyer may in its discretion deem proper in order to collect the accounts receivable Accounts Receivable or to assert or enforce any right, title or interest in, to or under the Purchased Assets and to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets. The Buyer shall be entitled to retain for its own accounts any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Further Assurances; Post-Closing Cooperation. From At any time or from time to time after the Closing DateClosing, at the Buyer’s reasonable Purchaser's request and at Buyer’s expensewithout further consideration, the Seller shall execute and deliver or use commercially reasonable efforts to cause the execution and delivery of Purchaser such other instruments of conveyance sale, transfer, conveyance, assignment and transfer confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably request deem necessary or desirable in order more effectively to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, convey and delivery assign to Purchaser, and to confirm Purchaser's title to, all of the Business and the Assets, and, to the Buyer of the Purchased Assetsfull extent permitted by Law, and (b) convey, transfer to and vest in the Buyer and to put the Buyer Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all or any part of rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Purchased AssetsOperative Agreements. In addition, in the event that following the Closing Date, any accounts receivable of Seller are received by or otherwise paid to the Buyer, the Buyer shall hold the same in trust for the Seller and shall promptly (and in any event within five (5) Business Days of its receipt thereof) remit all funds received by it in respect of such accounts receivable to the Seller without offset or reduction for any reason whatsoever. The Seller hereby constitutes and appoints, effective as of Effective on the Closing Date, the Buyer, its successors Corporation hereby constitutes and assigns as appoints Purchaser the true and lawful attorney of the Seller Corporation, with full power of substitution substitution, in the name of the Buyer Corporation or in the name Purchaser, but on behalf of the Seller but and for the benefit of the Buyer Purchaser: (ai) to collect for the account demand and receive from time to time any and all of the Buyer all accounts receivable Assets and to make endorsements and give receipts and releases for and in respect of the same and any other item of Purchased Assets and part thereof; (bii) to institute institute, prosecute, compromise and prosecute settle any and all proceedings which the Buyer Actions or Proceedings that Purchaser may in its discretion deem proper in order to collect the accounts receivable or to collect, assert or enforce any rightclaim, right or title of any kind in or interest in, to or under the Purchased Assets and Assets; (iii) to defend or compromise any and or all actions, suits Actions or proceedings Proceedings in respect of any of the Purchased 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 reasonably determine. The Buyer 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 entitled revocable by it in any manner or for any reason. Seller shall deliver to retain for its own accounts any amounts collected pursuant Purchaser at Closing an acknowledged power of attorney to the foregoing powerseffect executed by Seller. Purchaser shall indemnify and hold harmless Seller from any and all Losses caused by or arising out of Purchaser's exercise of such power of attorney which (y) results in any breach of Law by Purchaser or (z) is inconsistent with the power of attorney granted under this subsection (b). Following the Closing, including 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 amounts payable as interest Governmental or Regulatory Authority, (iv) the determination or enforcement of the rights and obligations of any Indemnified Party or (v) in respect 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 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 reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. 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 paragraphs (c) or (d) of this Section shall be subject to applicable rules relating to discovery.