Common use of Further Assurances and Actions Clause in Contracts

Further Assurances and Actions. Subject to the terms and conditions herein, each of the Parties agrees to use its Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using their respective Commercially Reasonable Efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities as are necessary for consummation of the transactions contemplated by this Agreement, and to fulfill all conditions precedent applicable to such Party pursuant to this Agreement. In case at any time after the date of this Agreement and from time to time any further action is necessary to carry out the purposes of this Agreement and to vest Purchaser with valid and legal title, to the Equity Interests and all properties and assets of the Company, each free and clear of all Encumbrances and, other than with respect to the Real Property, Permitted Exceptions, including to execute, deliver and file all such further documents including the termination of financing statements, the directors, officers and employees of the Parties or their Affiliates shall take or cause to be taken all such necessary or appropriate action in accordance with and subject to the terms of this Agreement and Seller shall bear the cost of any such necessary or appropriate action; provided that if such action is necessary or appropriate due to events or circumstances particular to Purchaser, Purchaser shall bear the cost of such action.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the Parties parties hereto agrees to use its Commercially Reasonable Efforts reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using their respective Commercially Reasonable Efforts to obtain (i) obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and parties to Contracts as are necessary or advisable for consummation of the transactions contemplated by this Agreement, Agreement and (ii) to fulfill all conditions precedent applicable to such Party pursuant to this Agreement. the Closing. (b) In case at any time after the date of this Agreement and from time to time Closing any further action is necessary to carry out the purposes of this Agreement and Agreement, to vest Purchaser Buyer with valid and legal title, full title to the Equity Interests Interests, the Purchased Assets and all properties and assets the assumption of the CompanyAssumed Liabilities, each free and clear of all Encumbrances and, other than or to vest Sellers with respect full title to the Real Property, Permitted Exceptions, including to execute, deliver Excluded Assets and file all such further documents including the termination of financing statements, the directors, officers and employees assumption of the Parties or their Affiliates Excluded Liabilities, Buyer, Sellers and the Company shall take or cause to be taken all such commercially reasonable action necessary or appropriate action in accordance with (including executing and subject to the terms of this Agreement delivering further notices, assumptions, releases and Seller shall bear the cost of any such necessary or appropriate actionacquisitions); provided provided, that if such action is necessary or appropriate due to events or circumstances particular to PurchaserBuyer, Purchaser Buyer shall bear the cost of such action, and otherwise Sellers shall bear the cost of such action. All costs and expenses related to recording the Trademark Assignment Agreement shall be borne by Buyer.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the Parties agrees to use its Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using their respective Commercially Reasonable Efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities as are necessary for consummation of the transactions contemplated by this Agreement, and to fulfill all conditions precedent applicable to such Party pursuant to this Agreement. In case at any time after the date of this Agreement and from time to time any further action is necessary to carry out the purposes of this Agreement and to vest Purchaser with valid and legal title, to the Equity Interests Membership Interest and all properties and assets of the Company, and the Convenience Store Assets, each free and clear of all Encumbrances and, other than with respect to the Real Property, Permitted ExceptionsEncumbrances, including to execute, deliver and file all such further documents including the termination of financing statements, the directors, officers and employees of the Parties or their Affiliates shall take or cause to be taken all such necessary or appropriate action in accordance with and subject to the terms of this Agreement and Seller shall bear the cost of any such necessary or appropriate action; provided that if such action is necessary or appropriate due to events or circumstances particular to Purchaser, Purchaser shall bear the cost of such action.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the Parties parties hereto agrees to use its Commercially Reasonable Efforts reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using their respective Commercially Reasonable Efforts its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and to (ii) fulfill all conditions precedent applicable to such Party party pursuant to this Agreement. . (b) In case at any time after the date of this Agreement and from time to time Closing any further action is necessary to carry out the purposes of this Agreement and to vest Purchaser with valid and legal title, to the Equity Interests and all properties and assets of the Company, each free and clear of all Encumbrances and, other than with respect to the Real Property, Permitted Exceptions, including to execute, deliver and file all such further documents including the termination of financing statementsAgreement, the directorsproper officers and/or directors of Buyer and Seller, officers and employees of the Parties or their Affiliates Affiliates, as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases, agreements, licenses and acquisitions). (c) After the Closing, Seller shall not sign (or cause to be taken all such necessary signed) or appropriate action in accordance with and subject file (or cause to the terms of this Agreement and Seller shall bear the cost be filed) any Tax Return on behalf of any such necessary Purchased Company. (d) The parties shall use commercially reasonable efforts to reimburse the other applicable party for any Excluded Liabilities or appropriate action; provided Assumed Liabilities that if such action is necessary or appropriate were not properly split between the parties at the Closing due to events automatic billing or circumstances particular to Purchaser, Purchaser shall bear the cost of such actionother accruals.

Further Assurances and Actions. Subject to the terms and conditions herein, each of the Parties agrees to use its Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using their respective Commercially Reasonable Efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities as are necessary for consummation of the transactions contemplated by this Agreement, and to fulfill all conditions precedent applicable to such Party pursuant to this Agreement. In case at any time after the date of this Agreement and from time to time any further action is necessary to carry out the purposes of this Agreement and to vest Purchaser with valid and legal title, to the Equity Interests Shares and all properties and assets of the CompanyCompanies, each free and clear of all Encumbrances and, other than with respect to the Real Property, Permitted ExceptionsEncumbrances, including to execute, deliver and file all such further documents including the termination of financing statements, the directors, officers and employees of the Parties or their Affiliates shall take or cause to be taken all such necessary or appropriate action in accordance with and subject to the terms of this Agreement and Seller shall bear the cost of any such necessary or appropriate action; provided that if such action is necessary or appropriate due to events or circumstances particular to Purchaser, Purchaser shall bear the cost of such action.

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the Parties parties hereto agrees to use its Commercially Reasonable Efforts reasonable best efforts to take, or cause to be taken, all alm appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective Commercially Reasonable Efforts reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such Party party pursuant to this Agreement. . (b) In case at any time after the date of this Agreement and from time to time Closing any further action is necessary to carry out the purposes of this Agreement and or to vest Purchaser Xxxxxx'x with valid and legal titlefull title to all properties, assets, rights, approvals, immunities, franchises of any of the parties to the Equity Interests and all properties and assets of the Company, each free and clear of all Encumbrances and, other than with respect to the Real Property, Permitted Exceptions, including to execute, deliver and file all such further documents including the termination of financing statementsClosing, the directors, proper officers and/or directors of Xxxxxx'x and employees of the Parties or their Affiliates particular Seller shall take or cause to be taken all such necessary or appropriate action in accordance with and subject to the terms of this Agreement and such individual Seller shall bear the cost of any such necessary or appropriate action; provided provided, that if such action is necessary or appropriate due to events or circumstances particular to PurchaserXxxxxx'x, Purchaser Xxxxxx'x shall bear the cost of such action.