Post-Closing Cooperation; Further Assurances. Following the Closing, each Party shall, on the request of any other Party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by this Agreement and the Transactions.
Post-Closing Cooperation; Further Assurances. (a) After Closing, upon prior reasonable written request, each Party shall use commercially reasonable efforts to cooperate with each other in furnishing records, information, oral or written testimony, oral or written attestations and certifications, and other assistance in connection with transition matters and any inquiries or proceedings involving the Acquired Companies, but excluding any proceedings arising from disputes among the Parties. Each such requesting Party shall reimburse such cooperating Party for any reasonable out-of-pocket expenses paid or incurred by such cooperating Party as a result of any such requested cooperation.
Post-Closing Cooperation; Further Assurances. From and after the date hereof, each of the Sellers covenant and agree to deliver and acknowledge (or cause to be executed, delivered and acknowledged) from time to time, at the request of Purchaser and without further consideration, all such further instruments and to take all such further actions as may be reasonably necessary or reasonably appropriate to transfer more effectively to Purchaser, or to enable Purchaser to use, the Assets, or to otherwise confirm or carry out the provisions and intent of this Agreement, including, to the extent same is not so delivered on or prior to the Closing Date, delivery of documentation to transfer of record to Purchaser at the U.S. Patent and Trademark Office or other applicable office title to any Intellectual Property Rights being conveyed hereunder. Purchaser shall use commercially reasonable efforts to assist the Sellers in obtaining the return of all Seller corporate-issued credit cards issued to employees of Teleservices, provided the foregoing shall not be construed to render Purchaser liable for any employee's failure to return any such credit cards or for any charges thereon. Purchaser covenants and agrees that Purchaser will not use the Teleservices Federal Express account.
