Further Actions and Assurances. At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.
Further Actions and Assurances. The Parties shall execute and deliver such additional documents and shall cause such additional action to be taken, before, on and after the Closing Date, as may be required, necessary or appropriate, to effect or evidence the provisions of this Agreement and the Transactions contemplated hereby, including without limitation all such documents and actions as may be required.
Further Actions and Assurances. From the date hereof and continuing until the Termination Date, the Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Commerce in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. The Stockholder is entering into this Agreement solely in its capacity as the record holder or beneficial owner of the Shares.
Further Actions and Assurances. The Parties shall execute and deliver any and all documents, and shall cause any and all other reasonable action to be taken, which may be necessary or proper to effect or evidence the provisions of this Agreement and the transactions contemplated hereby.
Further Actions and Assurances. 25 11.8 Counterparts..................................................................... 25 11.9 Contents of Agreement; Parties in Interest....................................... 25 11.10 Washington Law to Govern......................................................... 25 11.11 Section Headings and Gender...................................................... 26 11.12 Schedules........................................................................ 26 11.13 Notices.......................................................................... 26 11.14
Further Actions and Assurances. Each party agrees that upon the request of the other it will, from time to time, do any and all such acts and things as may be reasonably required, to carry out the obligations of such party hereunder.
Further Actions and Assurances. In connection with this Agreement, each Party agrees to execute and deliver such additional documents and instruments as may be required for a Party to exercise the rights and license granted hereunder and to perform such other additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms and provisions of this Agreement. SSL covenants and agrees to cause the other members of the SSL Group to comply with all applicable terms and conditions set forth in this Agreement and acknowledges it shall be liable for any breach of the terms of this Agreement caused by any member of the SSL Group. SunEdison covenants and agrees to cause the other members of the SunEdison Group to comply with all applicable terms and conditions set forth in this Agreement and acknowledges it shall be liable for any breach of the terms of this Agreement caused by any member of the SunEdison Group.
Further Actions and Assurances. A. At the time of Closing, the Board of Directors of Purchaser shall replace itself with a Board of Directors consisting of D. Xxxxx Xxxxxxxxxxx, Xxxx Xxxxxxx, and Xxxxx X. Xxxxxx.
B. At any time or from time to time, on and after the Closing, the Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser, all additional consents, endorsements, documents, transfer orders and instruments and take or cause to be taken all actions that Purchaser may deem necessary or desirable to effect the transactions contemplated by this Agreement and to otherwise carry out the intents and purposes of this Agreement. The Seller shall promptly deliver, or cause to be delivered, to Purchaser any notices, payments or demands relating to the Chevron Agreement which they receive or become aware of after the Closing.
C. In its federal and state income tax returns, the Purchaser shall report the transactions contemplated by this Agreement in a manner consistent with, and intended to obtain qualification for tax-free treatment under, Section 351 of the Internal Revenue Code.
D. After the Closing and prior to consummation of the sale of Purchaser's assets from its prior entertainment and other business, Purchaser shall have obtained an opinion of legal counsel, reasonably satisfactory to Seller, that approval of the stockholders of Purchaser is not required for Purchaser to sell all the remaining assets from its prior entertainment and other business.
E. The Seller hereby acknowledges that in connection with the sale of equity interests of the Purchaser as contemplated by Section VII.B. above and in accordance with the escrow arrangements with respect to such sale of equity interests, the Purchaser will, at the time of closing of such sale of equity interests, compensate certain third parties for strategic business consulting services, services in connection with the placement and sale of the equity interests and other professional services.
Further Actions and Assurances. At any time and from time to time , eah party agrees, at its or their expense, to take actions and to e xecute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.
Further Actions and Assurances. At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of the Grantors, Grantors shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Majority Holders may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) to secure all consents and approvals necessary or appropriate for the grant of a security interest to Secured Party in any Collateral held by Grantors or in which Grantors have any rights not heretofore assigned, (ii) filing any financing or continuation statements under the UCC with respect to the security interests granted hereby, (iii) transferring Collateral to Secured Party’s possession (if a security interest in such Collateral can be perfected by possession), (iv) placing the interest of Secured Party as lienholder on the certificate of title (or other evidence of ownership) of any vehicle owned by the Grantors or in or with respect to which the Grantors hold a beneficial interest, (v) using its best efforts to obtain waivers of liens from landlords and mortgagees, (vi) causing each wholly-owned or majority-owned subsidiary which becomes a subsidiary of theglobe after the effective date hereof to (A) join in the Guaranty as an additional guarantor and (B) join in this Agreement as an additional “Subsidiary” and “Grantor” within the meaning hereof, (vii) executing, delivering and filing all necessary mortgages to reflect the Secured Party security interest in any real property; and (viii) executing, delivering and filing any and all Collateral Assignments and other instruments necessary to perfect the Secured Party security interest in any other form of property, including without limitation, Collateral Assignments with respect to all patents and patent applications. Where permitted by applicable law, Grantors also hereby authorize Secured Party to file any financing or continuation statement without the signature of Grantors. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Secured Party and delivered to Secured Party promptly upon Grantors’ receipt thereof.
