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the Governmental Permits without all Parties' prior approval of the proposed action and <br />modification (which approval shall not unreasonably be withheld, conditioned or delayed). <br />(d) Further Assurances,• Covenant to Sati Cqn_41tions. Subject to the terms <br />and conditions of this Agreement, until the Closing each Party will use its commercially <br />reasonable efforts to (i) ensure the conditions set forth in Article VI are satisfied, insofar as such <br />matters are within the reasonable control of such Party, (ii) defend any Actions, whether judicial <br />or administrative, challenging this Agreement or the performance of the obligations hereunder, <br />(iii) execute and deliver such instruments and take such actions as the other Party may <br />reasonably require in order to carry out the intent of this Agreement and (iv) prepare and make or <br />cause to be made any required filings, submissions and notifications under Law to the extent that <br />such filings are necessary to consummate the Transactions in a manner consistent with Law. <br />(e) Transfer !axes,• Other Tax Matters. <br />(i) The Seller and the Individuals shall be required to pay all Transfer <br />Taxes imposed in connection with the Transactions contemplated under this <br />Agreement, irrespective of which Party is required under Law to collect, pay or remit <br />any such Transfer Taxes. <br />(ii) Any Ad Valorem Taxes with respect to the Purchased Assets for <br />any Straddle Period will be apportioned between the portion of such Straddle Period up <br />to and including the Closing Date (such portion, a "Pre -Closing Straddle Period") and <br />the portion of such Straddle Period that begins the day after the Closing Date (such <br />portion, a "Post -Closing Straddle Period') on a per diem basis, with such Ad Valorem <br />Taxes apportioned to the Pre -Closing Straddle Period to be bome by the Seller and the <br />Individuals and those apportioned to the Post -Closing Straddle Period to be borne by <br />the Buyer. For purposes of this -Section 4.2(e)(ii), any exemption, deduction, credit, or <br />other item that is calculated on an annual basis will be allocated to the Straddle Period <br />in the same manner. The Party that has the legal obligation to pay any Ad Valorem <br />Taxes with respect to the Purchased Assets for any Straddle Period will timely pay such <br />Ad Valorem Taxes and file any required Tax Returns in connection therewith. <br />(iii) The Seller and the Individuals shall be entitled to any refunds or <br />rebates of any Tax that relate to the Purchased Assets with respect to any taxable period <br />or portion thereof ending on or prior to the Closing Date. Any refunds or rebates for <br />Taxes for periods that include but do not end on the Closing Date shall be apportioned <br />between the Buyer, the Seller and the Individuals in accordance with the principles of <br />Section 4.2(e) ii . <br />(iv) The Buyer, the Seller and the Individuals agree to furnish or cause <br />to be furnished to each other, upon request, as promptly as practicable, such <br />information and assistance relating to any of the Purchased Assets (including access to <br />books and records and representatives) as is reasonably necessary for the filing of all <br />Tax Returns or the making of any election related to Taxes. <br />25 <br />