Common use of Further Actions and Assurances Clause in Contracts

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 Secured Party 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.

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 Secured Party 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.

Further Actions and Assurances. At any time and from time to timethe Closing, upon the written request of the Secured Party, and at the sole expense of the Grantors, Grantors Seller shall promptly and duly execute and deliver any to Buyer such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Buyer good and indefeasible title to the Acquired Assets, free and clear of all such further instruments Encumbrances (except Permitted Encumbrances and documents Assumed Liabilities), and take such further action as to comply with the Secured Party may reasonably deem desirable to obtain the full benefits purposes and intent of this Agreement and such other instruments as shall be reasonably necessary or appropriate to evidence the assignment and/or sale by Seller, and the assumption by Buyer, of the rights Assumed Liabilities (including the Assumed Contracts and Assumed Leases). Seller shall and shall cause its Affiliates to, as applicable, execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers herein grantedof attorney and other instruments and paper as may be required to sell, transfer, convey, assign and deliver to Buyer all right, title and interest in, to and under the Acquired Assets. Seller, on the one hand, and Buyer, on the other hand, shall use their respective reasonable best efforts to take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper, or advisable under applicable Law, and execute and deliver such documents and other papers, as may be required to consummate the transactions contemplated by this Agreement at or after the Closing, including, without limitationsubject to Section 2.5, assistance by Seller with the transfer of the Acquired Permits, Documents that are Acquired Assets, and Acquired Intellectual Property (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 including with respect to making all appropriate filings and submissions with the security United States Patent and Trademark Office promptly after Closing, and in any event within 30 days of Closing). In furtherance and not in limitation of the foregoing, in the event that any of the Acquired Assets shall not have been conveyed at Closing, Seller shall use commercially reasonable efforts to convey such Acquired Assets to Buyer as promptly as practicable after the Closing, and pending such conveyance shall provide the applicable benefits thereof to Buyer in a manner consistent in all material respects with past practice. In all instances after Closing, if Seller will incur any out-of-pocket costs in complying with its obligations under this Section 12.6, such out-of-pocket costs shall be borne by, or reimbursed to Seller by, Buyer. Prior to the Closing, the Parties shall cooperate in good faith to identify any assets, properties, rights, titles, or interests granted herebythat may not be able to be conveyed at Closing. If any party to this Agreement shall, following the Closing, have in its possession any asset or right (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 including with respect to any Acquired Intellectual Property) 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 under this Agreement as an additional “Subsidiary” and “Grantor” within the meaning hereof, (vii) executing, delivering and filing all necessary mortgages should have been delivered 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 Instrumentparty, such Instrument, party shall promptly deliver such asset or right to such 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 thereofparty.

Further Actions and Assurances. At any time and from time to time, upon the written request of the a 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 Secured Party 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 Parties 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 Parties' possession (if a security interest in such Collateral can be perfected by possession), (iv) placing the interest of Secured Party Parties 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, including without limitation, Tralliance Corporation in the event it shall hereinafter become a Subsidiary of theglobe as a result of exercise of any of the Grantor's rights to acquire such entity (the "Tralliance Option"); (vii) executing, delivering and filing all necessary mortgages to reflect the Secured Party Parties 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 Parties 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 Parties 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 Parties and delivered to Secured Party Parties promptly upon Grantors’ ' receipt thereof.