Common use of SOX Clause in Contracts

SOX. From and after the date hereof, the Seller shall, and shall cause the Transferred Entities and their Representatives to, use commercially reasonable efforts to permit the Purchaser to take all actions that the Purchaser may deem reasonably necessary or appropriate, and to cooperate and to cause the Representatives of the Transferors and the Transferred Entities to cooperate in the taking of such actions, to enable the Purchaser, following the Closing, to satisfy the applicable obligations under Sections 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX”) and the other requirements of the SOX with respect to Transferred Entities and the Business, including establishing and maintaining adequate disclosure controls and procedures and internal controls over financial reporting as such terms are defined in the SOX. All out-of-pocket costs and expenses, including the reasonable costs and expenses of consultants, incurred by the Seller and its affiliates in complying with this Section 5.18 shall be reimbursed by the Purchaser as such costs and expenses are incurred upon submission to the Purchaser of appropriate documentation of same.