Common use of Post-Closing Further Assurances Clause in Contracts

Post-Closing Further Assurances. At any time or from time to time after the Closing, each Party will, upon the reasonable request of another Party, execute and deliver any further instruments or documents, and exercise Commercially Reasonable Efforts to take such further actions as may reasonably be required, to fulfill and implement the terms of this Agreement. After the Closing, and upon prior reasonable request, each Party shall exercise Commercially Reasonable Efforts to cooperate with the other Parties, at the requesting Party's expense (including out-of-pocket expenses to third parties incurred by any Party or its Affiliates and the reasonable value of the time expended by its personnel or the personnel of any of its Affiliates, including the wages or other benefits paid or payable to its officers, directors or employees, that are reasonably attributable to furnishing assistance requested by either Purchaser hereunder), in furnishing non-privileged records, information, testimony and other assistance in connection with any inquiries, actions, audits, proceedings, including any "true-up" proceeding before the PUCT involving Seller, or disputes involving any of the Parties hereto (other than in connection with disputes between the Parties hereto) and based upon contracts, arrangements or acts of Seller, a Purchaser, the other STP Owners or the Operating Agent on behalf of one or more of the STP Owners, which were in effect or occurred on, prior to, or after the Closing and which relate to the Purchased Assets or the Transactions, including, without limitation, arranging discussions with (and calling as a witness) officers, directors, employees, agents and representatives of either Purchaser or Seller, including either or both of Seller's Employees.

Post-Closing Further Assurances. At any time or from time to time after the Closing, each Party will, upon the reasonable request of another the other Party, execute and deliver any further instruments or documents, and exercise Commercially Reasonable Efforts commercially reasonable efforts to take such further actions as may reasonably be required, to fulfill and implement the terms of this AgreementAgreement or realize the benefits intended to be afforded hereby. After the Closing, and upon prior reasonable request, each Party shall exercise Commercially Reasonable Efforts commercially reasonable efforts to cooperate with the other Partiesother, at the requesting Party's expense (including including, but not limited to, out-of-pocket expenses to third parties incurred by any Party or its Affiliates and the reasonable value of the time expended by its personnel or the personnel of any of its Affiliates, including the wages or other benefits paid or payable to its officers, directors or employees, that are reasonably attributable to furnishing assistance requested by either Purchaser hereunderParty), in furnishing non-confidential and non-privileged recordsRecords, information, testimony and other assistance in connection with any inquiries, actions, audits, proceedings, including any "true-up" proceeding before the PUCT involving Seller, proceedings or disputes involving any either of the Parties hereto (other than in connection with 44 disputes between the Parties heretoParties) and based upon contracts, arrangements or acts of Seller, a Seller or Purchaser, the other STP Owners or the Operating Agent on behalf of one or more of the STP Owners, which were in effect or occurred on, prior to, or after the Closing and which relate to the Purchased Assets PGV or the TransactionsPlant, including, without limitation, arranging discussions with (and calling as a witness) officers, directors, employees, agents agents, and representatives of either Purchaser or Seller. Without limiting the generality of the foregoing, including either or both Seller has provided to Purchaser copies of Sellerthe audited financial statements (of the type described in Section 5.17) for PGV for each of the three full fiscal years prior to Closing and, upon Purchaser's Employeesrequest, will make the auditors for the Companies reasonably available to answer clarification questions regarding those financial statements and the financial statements of the other Companies that the Purchaser may have.

Post-Closing Further Assurances. At any time or from time to time after the Closing, each Party will, upon the reasonable request of another the other Party, execute and deliver any further instruments or documents, and exercise Commercially Reasonable Efforts to take such further actions as may reasonably be required, required to fulfill and implement the terms of this AgreementAgreement or realize the benefits intended to be afforded hereby. After the Closing, and upon prior reasonable request, each Party shall exercise Commercially Reasonable Efforts to cooperate with the other Partiesother, at the requesting Party's expense (but including only out-of-pocket expenses to third parties and not the costs incurred by any Party or its Affiliates and the reasonable value of the time expended by its personnel or the personnel of any of its Affiliates, including for the wages or other benefits paid or payable to its officers, directors or employees, that are reasonably attributable to furnishing assistance requested by either Purchaser hereunder), in furnishing non-privileged records, information, testimony and other assistance in connection with any inquiries, actions, audits, proceedings, including any "true-up" proceeding before the PUCT involving Seller, proceedings or disputes involving any either of the Parties hereto (other than in connection with disputes between the Parties hereto) and based upon contracts, arrangements or acts of Seller, a Purchaser, the other STP Facilities Owners or the Operating Agent on behalf of one or more of the STP Owners, Facilities Owners or the other Facilities Switchyard Owners or the Facilities Switchyard Operating Agent on behalf of the one or more of the Facilities Switchyard Owners which were in effect or occurred on, prior to, or after the Closing and which relate to the Purchased Assets or the TransactionsAssets, including, without limitation, arranging discussions with (and calling as a witness) officers, directors, employees, agents agents, and representatives of either Purchaser or the Seller, including either or both of Seller's Employees.