Further Transfers; Transition Assistance. Sellers will execute and deliver such instruments of conveyance and transfer and take such additional action as Buyers may reasonably request to effect, consummate, confirm or evidence the transfer to Buyers of the Purchased Assets, the assumption by Buyers of the Assumed Liabilities and the conduct by Buyers of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Sellers will execute such documents as may be necessary to assist Buyers in preserving or perfecting its rights in the Purchased Assets and their ability to conduct the Business. Buyers will execute and deliver such instruments of assumption and other document as Sellers may reasonably request to effect, consummate, confirm or evidence the assumption by Buyers of the Assumed Liabilities. Following the Closing, Sellers and Buyers agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Business; provided, however, that Sellers and Buyers, as applicable, will reimburse the other for such other Party’s reasonable out-of-pocket expenses in connection therewith. Except as permitted pursuant to Schedule 9.4, Sellers and the Shareholders agree that subsequent to the Closing they will refer all Client and Prospective Client inquiries with respect to the Business to Buyers.
Further Transfers; Transition Assistance. Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Business; provided that each party shall reimburse the other party for such other party’s reasonable out-of-pocket expenses in connection therewith. Seller agrees that subsequent to the Closing they shall refer all customer inquiries with respect to the Business to Buyer.
Further Transfers; Transition Assistance. Both prior to and after Closing, Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action (including without limitation, all documents described or required under Section 2.4(b) as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer, as contemplated by this Agreement, to Buyer of the Purchased Assets, the license of and security interest in the Licensed Patents, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of Seller’s Table Games Business (including with respect to obtaining and maintaining all Gaming Permits, Gaming Product Approvals, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights (including ownership) in the Purchased Assets, its license of the Licensed Patents, and its ability to conduct Seller’s Table Games Business (collectively “Instruments of Conveyance”). Seller hereby designates Buyer as Seller’s attorney in fact and law for the purposes of executing any Instruments of Conveyance not timely executed by Seller. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to Seller’s Table Games Business; provided that each Party shall reimburse the other Party for such other party’s reasonable out-of-pocket expenses in connection therewith. Seller agrees that subsequent to the Closing, it shall refer all customer inquiries with respect to the Table Games Business to Buyer.
Further Transfers; Transition Assistance. Sellers shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyers may reasonably request to effect, consummate, confirm or evidence the contribution and transfer, to Buyers of the Contributed Assets and the Purchased Real Property, as applicable, the assumption by Non-Real Estate Buyer of the Contributed Liabilities and the conduct by Buyers of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Sellers shall execute such documents as may be necessary to assist Buyers in preserving or perfecting its rights in the Contributed Assets and the Purchased Real Property, as applicable, and its ability to conduct the Business. Following the Closing, Sellers and Buyers agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other Tax Returns with respect to the Business; provided that each Party shall reimburse the other Party for such other Party’s reasonable out-of-pocket expenses in connection therewith. Sellers agree that subsequent to the Closing it shall refer all customer inquiries with respect to the Business to Buyers.
Further Transfers; Transition Assistance. Each Party agrees that from time to time after the Closing, it will execute and deliver (or cause its Affiliates to execute and deliver) such further instruments, and take (or cause its Affiliates to take) such other action, as may be reasonably necessary to consummate the transactions contemplated by this Agreement and vest Buyer with full title to all Membership Interests and all assets, properties, privileges, rights, approvals and immunities of the Company and its business, or to effect the other purposes of this Agreement. Each Seller agrees that subsequent to the Closing it shall (and shall cause its Affiliates to) refer all customer inquiries with respect to the Company and its business to the Company. Each of the Parties will use its best efforts to take all actions and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the covenants and conditions set forth in this Agreement). 7.3
Further Transfers; Transition Assistance. Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Purchaser may reasonably request to effect, consummate, confirm or evidence the transfer to Purchaser of the Purchased Assets, the assumption by Purchaser of the Assumed Liabilities and the conduct by Purchaser of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall execute such documents that do not materially alter the rights and obligations of the parties as may be necessary to assist Purchaser in preserving or perfecting its rights in the Purchased Assets and its ability to operate the Business. Seller agrees that subsequent to the Closing it shall promptly refer all customer inquiries with respect to the Purchased Assets to Purchaser. Unless such action requested by Purchaser in this Section 5.6 is an obligation of Seller as provided in this Agreement, any reasonable costs to undertake such actions shall be the responsibility of Purchaser.
Further Transfers; Transition Assistance. (a) Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, including the Purchased Intellectual Property, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and other Consents necessary or desirable in connection therewith), and Seller shall execute such documents as Buyer may reasonably request to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. Buyer shall execute and deliver such further instruments of assumption and take such additional action as Seller may reasonably request to effect, confirm or evidence the assumption by Buyer of the Assumed Liabilities. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of (i) the audited financial statements required by the rules and regulations of the SEC and (ii) all Tax Returns with respect to the Business as set forth in Section 6.8.
Further Transfers; Transition Assistance. (a) Each of Seller and Buyer shall, and Seller shall cause the Subsidiaries to, execute and deliver such further instruments of conveyance and transfer and take such additional action as the other may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets and the assumption by Buyer of the Assumed Liabilities. Following the Closing, Seller and Buyer agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local and other tax returns with respect to the Business; PROVIDED THAT each party shall reimburse the other party for such other party's reasonable out-of-pocket expenses in connection therewith.
Further Transfers; Transition Assistance. Contributor shall execute and deliver such further instruments of conveyance and transfer and take such additional action as the Company may reasonably request to effect, consummate, confirm or evidence the transfer to LLC 2 and the Company of the LLC 2 Acquired Assets and the Company Acquired Assets respectively, the assumption by LLC 2 of the Assumed Liabilities and the conduct by the Company of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Contributor shall execute such documents as may be necessary to assist LLC 2 and the Company in preserving or perfecting their rights in the LLC 2 Acquired Assets and the Company Acquired Assets and their ability to conduct the Business. Contributor and Parent agree that subsequent to the Closing they shall refer all customer inquiries with respect to the Business to the Company. Prior to the Closing, Contributor shall, at its sole cost and expense, transport and deliver all inventory located at the Salem Real Property to the Ford City Real Property.
Further Transfers; Transition Assistance. (a) The Seller shall execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of the Business (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and Seller shall, at Buyer's expense, execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business. Without limiting the generality of the foregoing, Seller and Buyer agree to cooperate with each other after the Closing and to provide each other with all information, records and documentation reasonably necessary (i) to permit the preparation and filing of all federal, state, local, and other tax returns, (ii) in connection with any financial reporting, accounting, litigation and tax matters with respect to the Business; and (iii) for purposes of evaluating the Buyer's Reconciliation Statement; PROVIDED THAT each party shall reimburse the other party for such other party's reasonable out-of-pocket expenses in connection therewith. Seller may retain copies of all books, records, files and other documents included in the Purchased Assets for the purposes set forth above.
