Further Assurances and Additional Covenants. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use its reasonable best efforts, prior to, on and after the Closing Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.
(b) Without limiting the foregoing, prior to, on and after the Closing Date, each party hereto shall cooperate with the other party, and without any further consideration, but at the expense of the requesting party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take all such other actions as such party may reasonably be requested to take by any other party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the SeraNova Assets and the assignment and assumption of the SeraNova Liabilities and the
(c) On or prior to the Closing Date, Intelligroup and SeraNova in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions which are reasonably necessary or desirable to be taken by Intelligroup, SeraNova or any Subsidiary of Intelligroup or SeraNova, as the case may be, to effectuate the transactions contemplated by this Agreement.
(d) Prior to the Closing Date, if one or more of the parties identifies any commercial or other service that is needed to assure a smooth and orderly transition of the businesses in connection with the consummation of the transactions contemplated hereby that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the parties will cooperate in determining whether there is a mutually acceptable arm's-length basis on which the other party will provide such service.
Further Assurances and Additional Covenants. Section 5.1 Further Assurances 50 Section 5.2 Change of SnackCo Name 51
Further Assurances and Additional Covenants. Section 8.01.
Further Assurances and Additional Covenants. (a) Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent’s Lien in the Collateral or to effect the purposes of this Agreement.
(b) Deliver to Agent, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material effect on any of the Governmental Approvals material to Borrower’s business or otherwise on the operations of Borrower or any of its Subsidiaries.
Further Assurances and Additional Covenants. 57 10.1. Further Assurances...............................................................57 10.2. Qualifications as Tax-Free Distribution..........................................58 10.3. Changes in Avaya Stock Ownership Following the Distribution......................58 10.4. Compliance with Separation and Distribution Agreement............................59 ARTICLE XI TERMINATION..................................................................59
Further Assurances and Additional Covenants. 31 5.1. Further Assurances 31 5.2. Performance 32 5.3. ConocoPhillips Guarantees 32 5.4. Third-Party Agreements 32
Further Assurances and Additional Covenants. At or prior to the effective time of the Digimarc/L-1 merger (1) DMRC LLC will take such action necessary to change its corporate name to "Digimarc Corporation,"
Further Assurances and Additional Covenants. Further Assurances 55 Article IX
Further Assurances and Additional Covenants. Section 8.01
Further Assurances and Additional Covenants. 34 Section 8.01 Further Assurances..............................................................34
