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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 Satisfy Conditions. 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 Taxes;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 borne 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 />