Operating Assets. For six (6) years following the Closing Date, Seller shall execute and cause its Affiliates (other than the Company and the Other Seller Subsidiaries) to, at the written request of Purchaser, execute and deliver to the Purchaser such instruments of sale, transfer, conveyance, assignment, consent, assurance, power of attorney, and other such instruments as may be reasonably requested by the Purchaser in order to vest in Purchaser or any of its Subsidiaries (including any of the Company and the Other Seller Subsidiaries) all right, title, and interest in (i) any assets (together with any related liabilities, if any) used or held for use in the business or operations of the Company and the Other Seller Subsidiaries that is held by the Seller or any of its Affiliates (other than the Company and the Other Seller Subsidiaries) and (ii) any Contracts which the Seller or any of its Affiliates (other than the Company and the Other Seller Subsidiaries) are party to relating to the customers, suppliers, employees or service providers of the Company and the Other Seller Subsidiaries, in either case except for this Agreement, the Related Agreements and any other certificate, agreement or other document in respect of the transactions contemplated hereby and by the Related Agreements; provided that to the extent the transfer of any such asset requires the approval, consent or waiver of any Person, the assignment of any such asset shall not occur until such approval, consent or waiver shall have been obtained and the parties will cooperate in good faith to obtain, any such approvals, consents or waivers as may be requested by Purchaser.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.), Membership Interest Purchase Agreement (Montrose Environmental Group, Inc.)