Common use of Further Obligations of the Parties Clause in Contracts

Further Obligations of the Parties. On and after the Closing Date: (a) Each party shall execute all certificates, instruments and other documents and take all actions reasonably requested by the other party to effectuate the purposes of this Agreement and to consummate and evidence the consummation of the transactions herein provided for including, without limitation, such documents as may be required to effectuate the assignment and transfer of the Intangible Assets, including the Intellectual Property. Without limiting the generality of the foregoing, the Seller and the Buyer, agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all United States Federal, state, local, and other Tax returns and Tax elections with respect to the Business. (b) The Seller shall take all action reasonably necessary or appropriate to put the Buyer in immediate actual possession and operating control of all of the Purchased Assets. (c) The Buyer and the Seller each agree to deliver to the other party (or to such governmental or taxing authority as the other party reasonably directs) any form of document that may be required or reasonably requested in order to obtain an exemption with respect to any Federal, state municipal or other, sales, use or other transfer Taxes that may otherwise be required to be paid on the transfer of the Purchased Assets or that may otherwise be due with respect to such transfer, promptly upon the earlier of (i) reasonable demand by the other party or (ii) learning that such form or document is required. (d) The Buyer shall preserve and keep the records of the Business existing on the Closing Date for a period of ten (10) years from the Closing Date, or for any longer period as may be required by any government agency or ongoing litigation, and shall make such records available to the Seller as may be reasonably required by the Seller in connection with any legal proceedings against or governmental investigations of the Seller with respect to the Business. The Buyer shall notify the Seller sixty days prior to destroying such records and shall afford the Seller the opportunity to have such records sent to the Seller at Seller's sole expense. (e) The Buyer shall perform its obligations under the Services and Installation Agreement.

Further Obligations of the Parties. On and after the Closing Date: (a) The Buyer shall use its reasonable efforts to ship and deliver the Excluded Inventory at such times as requested by the applicable customers. The Buyer shall notify the applicable Seller of such shipment and cooperate with such Seller in collecting any amounts owing in respect thereof, but shall have no responsibility to invoice or collect any amounts from such customers in respect of such Excluded Inventory. (b) The Buyer shall be responsible for the collection of (and entitled to retain) the receivables related to the Business accruing after the Closing Date ("BUYER RECEIVABLES"), and the Sellers shall be responsible for the collection of (and entitled to retain) the receivables related to the Business accruing before and on the Closing Date (the "EXCLUDED RECEIVABLES"). In the event that the Buyer collects any Excluded Receivables subsequent to the Closing, the Buyer shall promptly remit to the applicable Seller all amounts so collected. In the event that the Sellers collect any Buyer Receivables subsequent to the Closing, the Sellers shall promptly remit to the Buyer all amounts so collected. Each of the Buyer and the Sellers shall permit the other party or parties to inspect their respective books and records relating to the collection of Buyer Receivables and Excluded Receivables during normal business hours upon reasonable prior notice. (c) Each party shall execute all certificates, instruments and other documents and take all actions reasonably requested by the other party to effectuate the purposes of this Agreement and to consummate and evidence the consummation of the transactions herein provided for including, without limitation, such documents as may be required to effectuate the assignment and transfer of the Intangible Assets, including the Intellectual Property. Without limiting the generality of the foregoing, the Seller and the Buyer, agree to cooperate with each other and to provide each other with all information more effectively convey title and documentation reasonably necessary to permit the preparation and filing of all United States Federal, state, local, and other Tax returns and Tax elections with respect to the Business. (b) The Seller shall take all action reasonably necessary or appropriate to put the Buyer in immediate actual possession and operating control of all of the Purchased Assets. (c) The Buyer and the Seller each agree to deliver to the other party (or to such governmental or taxing authority as the other party reasonably directs) any form of document that may be required or reasonably requested in order to obtain an exemption with respect to any Federal, state municipal or other, sales, use or other transfer Taxes that may otherwise be required to be paid on the transfer of the Purchased Assets or that may otherwise be due with respect to such transfer, promptly upon the earlier of (i) reasonable demand by the other party or (ii) learning that such form or document is requiredBuyer. (d) The Buyer shall preserve From and keep after the records Closing, none of the Sellers shall in any manner take or cause to be taken any action which is designed or intended, or might be reasonably anticipated to have the effect of discouraging customers, suppliers, referral sources, governmental agencies, insurance companies, lessors, consultants, advisors and other business associates from maintaining the same business relationships with the Buyer or the Business existing on after the date of this Agreement as were maintained with the Business prior to the date of this Agreement. Each Seller, as applicable, shall promptly endorse (where necessary) and turn over to the Buyer all cash, checks and other property received after the Closing Date for a period of ten (10) years from the Closing Date, or for any longer period as may be required by any government agency or ongoing litigation, and shall make such records available to the Seller as may be reasonably required by the Seller in connection with any legal proceedings against or governmental investigations of the Seller with respect to the Business. The Buyer shall notify Business or the Seller sixty days prior to destroying such records and shall afford Purchased Assets (but not the Seller the opportunity to have such records sent to the Seller at Seller's sole expenseExcluded Assets). (e) The Each Seller other than CCC shall, as applicable, and each Shareholder shall cause the Sellers to, take all necessary corporate action to change its corporate name following the Closing to a name dissimilar to their present corporate names, and, at the Closing, the Sellers will deliver to the Buyer, in a form reasonably satisfactory to the Buyer and suitable for filing with the appropriate governmental agencies, an executed amendment to each Seller's Articles of Incorporation effecting such change. (f) Each Seller shall perform its obligations under pay when due all applicable sales, transfer and other similar taxes, if any, resulting from the Services sale and Installation Agreementtransfer of any Purchased Assets hereunder.