Further Assurances; Additional Agreements. (a) From time to time after the Closing, as and when requested by any party hereto, the other party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, and shall provide, or cause to be provided, all such further or other cooperation, in each case as the requesting party may reasonably deem necessary to evidence and effectuate the transactions contemplated by this Agreement, including, as required, to transfer or obtain Permits or provide regulatory notices. Without limiting the generality of the foregoing, Seller agrees, from time to time after the Closing, at Buyer’s request, to execute, acknowledge, and deliver to Buyer such other instruments of conveyance and transfer, and take such other actions and execute and deliver such other documents, certifications, and further assurances, as Buyer may reasonably require in order to vest more effectively in Buyer, or to put Buyer more fully in possession of, the Transferred Assets. Each party shall bear its own costs and expenses in compliance with this Section 6.1(a).
Further Assurances; Additional Agreements. At any time and from time to time hereafter, each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.
Further Assurances; Additional Agreements. (a) From time to time after the Closing, as and when requested by any party hereto, the other party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, and shall provide, or cause to be provided, all such further or other cooperation, in each case as the requesting party may reasonably deem necessary to evidence and effectuate the transactions contemplated by this Agreement, including, as required, to transfer or obtain Permits or provide regulatory notices or such further assurances of Lumos with respect to the TLA. Each party shall bear its own costs and expenses in compliance with this Section 5.5(a) (without waiving rights to indemnification under Article 9 below).
Further Assurances; Additional Agreements. Each of Cowen and Ramius shall use its reasonable best efforts to, and to cause their respective Subsidiaries to, (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement. In addition, at and after the Effective Time, the officers, directors and managers of New Parent, the Cowen Surviving Corporation or Exchange Sub, as applicable, shall be authorized to execute and deliver, in the name and on behalf of the Cowen Surviving Corporation, Merger Sub or Cowen, or Exchange Sub or Ramius, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Cowen Surviving Corporation, Merger Sub or Cowen, or Exchange Sub or Ramius, any other actions and things necessary to vest, perfect or confirm of record or otherwise in New Parent, the Cowen Surviving Corporation or Exchange Sub any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by New Parent, the Cowen Surviving Corporation or Exchange Sub, as applicable, as a result of, or in connection with, the Transactions.
Further Assurances; Additional Agreements. Pennsy and AES each covenant and agree to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or made, upon the written request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in connection with consummating the Resco transactions described in this Section 7. This covenant survives as long as is necessary to consummate the transactions and intent described herein, whether AES proceeds under Section 7.2(a) or 7.2(b).
Further Assurances; Additional Agreements. Pennsy and AES each covenant and agree to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or made, upon the written request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in connection with consummating the transactions described. This covenant survives as long as is necessary to consummate the transactions and intent described herein, including beyond the Closing Date. To that effect, Pennsy and AES acknowledge that various agreements in addition to this Agreement will have to be entered into (some of which must be in recordable form) in order to cause the transaction contemplated herein to occur, including but not limited to, the following generally described agreements:
Further Assurances; Additional Agreements. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to satisfy the conditions to Closing to be satisfied by it and to consummate and make effective the transactions contemplated by this Agreement, the Indemnification Agreement and the Escrow Agreement, in the most expeditious manner practicable, including, without limitation, using commercially reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and thereby and using commercially reasonable efforts to prevent the breach of any representation, warranty, covenant or agreement of such party contained or referred to in this Agreement and to promptly remedy the same.
Further Assurances; Additional Agreements. (a) Each of the Pledgors agrees that they shall promptly execute and deliver all further agreements, and take all further action, that may be necessary or that the Secured Party may reasonably request, in order to further evidence the security interests granted or purported to be granted hereunder and perfect and protect the same or to enable the Secured Party to exercise and enforce its rights and remedies hereunder. Without limiting the foregoing, each of the Pledgors, as applicable, shall at the Secured Party's reasonable request: execute stock powers, and such other documents and agreements as the Secured Party may reasonably request in order to perfect and preserve the security interests granted or purported to be granted hereunder. The Pledgors or AMS, as applicable, shall furnish to the Secured Party quarterly financial statements of AMS (including at a minimum balance sheets and related statements of income, statements of cash flow of AMS as of the end of each fiscal quarter of AMS), and such other information in connection with the Pledged Securities as the Secured Party may reasonably request from time to time.
Further Assurances; Additional Agreements. The parties agree that they will each, at any time and from time to time after the Effective Date, upon the request of the other party, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney and assurances as may be reasonably required for the better fulfillment of the terms, conditions, purposes and intent of this Agreement. Buyer shall amend and restate the LLC Agreement to reflect the transfer of the Seller Units contemplated hereby and Seller acknowledges and agrees that it shall have no equity, profits, voting, financial, governance or other interest or rights in the Company following the consummation of the transaction provided for in this Agreement.
Further Assurances; Additional Agreements
