In case at any time from and after the Closing Date any further action is necessary or reasonably required to carry out the purposes of this Agreement, subject to the terms and conditions of this Agreement, each Party shall take such further action (including the execution and delivery to any other Party of such other reasonable instruments of sale, transfer, conveyance, assignment, assumption and confirmation and providing materials and information) as another Party may reasonably request and as may be necessary to transfer, convey, and assign to the Buyer all of the Acquired Assets, to confirm the Buyer’s assumption of the Assumed Liabilities and to confirm the Seller’s retention of the Excluded Assets and Excluded Liabilities. Without limiting the generality of this Clause 12, to the extent that either the Buyer or the Seller discovers any additional assets or properties which the Parties mutually agree should have been transferred or assigned to the Buyer as Acquired Assets but were not so transferred or assigned, the Buyer and the Seller shall cooperate and execute and deliver any instruments of transfer or assignment necessary to transfer and assign such asset or property to the Buyer.

Further Assurances. Seller (and its successors in interest) agrees that, at any time and from time to time after the Closing, it will, upon the request and cost of Purchaser, do all such further acts as may be reasonably required to further transfer, assign and confirm to Purchaser or to aid and assist in the gaining of possession by Purchaser of or maintaining any of the Purchased Assets, or to vest in Purchaser title to the Purchased Assets free of all Encumbrances, except Permitted Encumbrances, arising from any action by Seller or its Affiliates.