Common use of Additional Actions Clause in Contracts

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its rights, title or interest in, to and possession or under any of any property the rights, properties or right assets of the Company acquired or to be acquired by reason of, or as a result of, the Mergerits Subsidiaries, or (b) otherwise to carry out the purposes provisions of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Buyer Sub acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Buyer Sub and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Buyer Sub or otherwise to take any and all such action.

Additional Actions. If, at any time at or after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its rights, title or interest in, to and possession or under any of any property the rights, properties or right assets of the Company acquired or to be acquired by reason of, or as a result of, the Mergerits subsidiaries, or (b) otherwise to carry out the purposes provisions of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, ------------------ the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, assets of Seller or as a result of, the MergerMerger Sub, or (b) otherwise to carry out the purposes of this Agreement, the Company Seller and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Seller or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective TimeDate of the Merger, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Parent acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Parent and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the . The proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Parent or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, or as a result of, the Mergerassets of Culligan, or (b) otherwise to carry out the purposes provisions of this Agreement, the Company Culligan and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Culligan or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (ai) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be assets of Cohoes acquired by reason of, or as a result of, the Surviving Corporation in the Merger, or (bii) otherwise to carry out the purposes of this Agreement, the Company Cohoes and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Cohoes or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its rights, title or interest in, to and possession or under any of any property the rights, properties or right assets of the Company acquired or to be acquired by reason of, or as a result of, the Mergerits subsidiaries, or (b) otherwise to carry out the purposes provisions of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, assets of Seller or as a result of, the MergerMerger Sub, or (b) otherwise to carry out the purposes of this Agreement, the Company Seller and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Seller or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, Buyer or the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, assets of Seller or as a result of, the Merger, Buyer or (b) otherwise to carry out the purposes of this Agreement, the Company Seller and its proper Buyer and each of their respective officers and directors directors, shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do all acts necessary or proper desirable to vest, perfect or confirm title to and possession of to such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Seller or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, best perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Acquisition acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Holding Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Holding Company or otherwise to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its rights, title or interest in, to and possession or under any of any property the rights, properties or right assets of the Company acquired or to be acquired by reason of, or as a result of, the Mergerits Subsidiaries, or (b) otherwise to carry out the purposes provisions of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective TimeTime of the Merger, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable desirable: (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company LungCheck acquired or to be acquired by reason of, or as a result of, the Merger, ; or (b) otherwise to carry out carryout the purposes of this AgreementPlan, the Company LungCheck and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out carryout the purposes of this AgreementPlan; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company LungCheck or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Exponential acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Exponential and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Exponential or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Effec- tive Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Merger Sub acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Merger Sub and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized autho- rized in the name of the Company Merger Sub or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Merger Sub acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Merger Sub and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Merger Sub or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective TimeTime of the Merger, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable desirable: (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Net Sub acquired or to be acquired by reason of, or as a result of, the Merger, ; or (b) otherwise to carry out carryout the purposes of this AgreementPlan, the Company Net Sub and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out carryout the purposes of this AgreementPlan; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Net Sub or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Exponential acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Exponential and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Exponential or otherwise to take any and all such action.. 4 <PAGE> ARTICLE II

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are reasonably necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise reasonable to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective TimeDate, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Parent acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Parent and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the . The proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Parent or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (ai) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession or under any of any property the rights, properties or right assets of the Company acquired or to be acquired by reason of, or the Surviving Corporation as a result of, or in connection with, the Merger, or (bii) otherwise to carry out the purposes of this Agreement, the Company and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Surviving Corporation or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of the Company Mergeco acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Company Mergeco and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Mergeco or otherwise to take any and all such actionactions.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (ai) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be assets of Harbourton acquired by reason of, or as a result of, the Surviving Corporation in the Merger, or (bii) otherwise to carry out the purposes of this Agreement, the Company Harbourton and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Harbourton or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, confirm in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, assets of XXXX or as a result of, the Merger, PIROD or (b) to otherwise to carry out the purposes provisions of this Agreement, the Company each of XXXX and PIROD and its proper directors and officers and directors shall be deemed to have granted to the such Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper directors and officers and directors of the Surviving Corporation are fully authorized in the name of XXXX and PIROD, as the Company case may be, or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments deeds, assignments, or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect perfect, or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title to and possession of title, or interest in, to, or under any property or right of the Company acquired or to be acquired by reason ofrights, properties, or as a result of, the Mergerassets of Wireless Domain, or (b) otherwise to carry out the purposes of this Agreement, the Company Wireless Domain and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assignments, or assurances in law and to do all acts necessary or proper to vest, perfect perfect, or confirm title to and possession of such property rights, properties, or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Wireless Domain or otherwise to take any and all such actionactions.

Additional Actions. If, If at any time after the Effective Time, the Surviving Corporation ------------------ Merger Corp or First Financial shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, assets of Community or as a result of, the MergerBank, or (b) otherwise to carry out the purposes of this Agreement, Community and the Company Bank and its proper their respective officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out on the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of Community or the Company Bank or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties or to be acquired by reason of, assets of Seller or as a result of, the MergerMerger Sub, or (b) otherwise to carry out the purposes of this Agreement, the Company Seller and its proper Merger Sub and their respective officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Seller or Merger Sub or otherwise to take any and all such action.

Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) to vest, perfect or confirm, of record or otherwise, in the Surviving CorporationCorporation its right, title or interest in, to and possession of or under any property or right of the Company acquired rights, properties -3- <PAGE> or to be acquired by reason of, or as a result of, the Merger, assets of Mondavi or (b) otherwise to carry out the purposes provisions of this Agreement, the Company Mondavi and its proper officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and or assurances in law and to do take all acts necessary necessary, proper or proper desirable to vest, perfect or confirm title to and possession of such property rights, properties or rights assets in the Surviving Corporation and otherwise to carry out the purposes provisions of this Agreement; , and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Company Mondavi or otherwise to take any and all such action.