Post-Closing Obligations of the Sellers and the Stockholders Sample Clauses

Post-Closing Obligations of the Sellers and the Stockholders. In addition to any other post-Closing obligations of the Sellers and the Stockholders set out in this Agreement: 15.1 The Sellers and the Stockholders shall retain and carry out all responsibility for the administration, reporting, continuation, and termination of the Employee Benefit Plans. The parties acknowledge that a Buyer is acquiring no liability with respect to the Employee Benefit Plans and no interest in any profit-sharing plan funds or similar funds held for the benefit of Sellers' employees under the Employee Benefit Plans. 15.2 The Sellers shall timely file all federal, state, and local income, franchise, payroll, sales, property, and other tax returns relating to the Sellers or the Franchised Businesses for the period through the Closing which become due on or after the Closing; shall timely pay all taxes shown by such returns to be due and payable, together with any interest or penalties which may be assessed by taxing authorities on any taxes which were not timely paid; and, upon Buyer's request, shall deliver to Buyer copies of all tax clearance letters and closing notices received from government authorities which relate to the Sellers or the Franchised Businesses. Buyer shall cooperate with the Sellers in satisfying their obligations under this Section 15.2 by providing such copies, documents and information as are reasonably necessary. 15.3 At Buyer's request, without further consideration, the Sellers and the Stockholders will execute and deliver such further instruments of conveyance and transfer and take such other action as Buyer may reasonably require for the transfer of the Assets.