Common use of Further Assurances and Additional Covenants Clause in Contracts

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. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall Parties shall, subject to Section 4.03, use its reasonable best efforts, prior to, on and after the Closing Distribution 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 AgreementsAgreement. (b) Without limiting the foregoing, prior to, on and after the Closing Distribution Date, each party hereto Party shall cooperate with the other partyParty, and without any further consideration, but at the expense of the requesting partyParty, (i) to execute and deliver, or use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfertransfer as such Party may reasonably be requested to execute and deliver by the other Party, and (ii) to make make, or cause to be made, all filings with, and to obtain obtain, or cause to be obtained, all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Pre-Distribution Transactions or the Distribution and (iv) to take take, or cause to be taken, all such other actions as such party Party may reasonably be requested to take by any the other party hereto Party 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 any transfers of Assets or assignments and assumptions of Liabilities hereunder and the transfers of the SeraNova Assets and the assignment and assumption of the SeraNova Liabilities and theother transactions contemplated hereby. (c) On or prior to the Closing Distribution Date, Intelligroup SHLD and SeraNova OSH, in their respective capacities as direct and indirect stockholders shareholders of their respective Subsidiaries, shall each ratify any actions which that are reasonably necessary or desirable to be taken by Intelligroup, SeraNova OSH or any other Subsidiary of Intelligroup or SeraNovaSHLD, as the case may be, to effectuate the transactions contemplated by this Agreement. (d) Prior to the Closing DateDistribution, if one or more of the parties either Party identifies any commercial or other service that is needed to assure ensure a smooth and orderly transition of the businesses its business in connection with the consummation of the transactions contemplated hereby hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the parties Parties will cooperate in determining whether there is a mutually acceptable arm'sarm’s-length basis on which the other party Party will provide such service.

Further Assurances and Additional Covenants. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall Parties shall, subject to Section 4.03, use its reasonable best efforts, prior to, on and after the Closing Distribution 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 Laws and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (b) Without limiting the foregoing, prior to, on and after the Closing Distribution Date, each party hereto Party shall cooperate with the other partyParty, and without any further consideration, but at the expense of the requesting partyParty, (i) to execute and deliver, or use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfertransfer as such Party may reasonably be requested to execute and deliver by the other Party, and (ii) to make make, or cause to be made, all filings with, and to obtain obtain, or cause to be obtained, all consents, approvals or authorizations of, Consents of any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off and (iv) to take take, or cause to be taken, all such other actions as such party Party may reasonably be requested to take by any the other party hereto Party 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 any transfers of Assets or assignments and assumptions of Liabilities hereunder and the transfers of the SeraNova Assets and the assignment and assumption of the SeraNova Liabilities and theother transactions contemplated hereby. (c) On or prior to the Closing Distribution Date, Intelligroup Neurotrope and SeraNova NBI, in their respective capacities as direct and indirect stockholders shareholders of their respective Subsidiaries, shall each ratify any actions which that are reasonably necessary or desirable to be taken by Intelligroup, SeraNova NBI or any other Subsidiary of Intelligroup or SeraNovaNeurotrope, as the case may be, to effectuate the transactions contemplated by this Agreement. (d) Prior to the Closing DateDistribution, if one or more of the parties either Party identifies any commercial or other service that is needed to assure ensure a smooth and orderly transition of the businesses its business in connection with the consummation of the transactions contemplated hereby hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the parties Parties will cooperate in determining whether there is a mutually acceptable arm'sarm’s-length basis on which the other party Party will provide such service. (e) Neurotrope and NBI shall settle the Payables Transactions in accordance with Schedule I. As soon as reasonably possible following the Distribution Date, the Parties agree to determine and settle the final amounts of the Payables Transactions to the extent such amounts have not previously been settled.

Further Assurances and Additional Covenants. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall Parties shall, subject to Section 4.03, use its reasonable best efforts, prior to, on and after the Closing Distribution 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 Laws and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (b) Without limiting the foregoing, prior to, on and after the Closing Distribution Date, each party hereto Party shall cooperate with the other partyParty, and without any further consideration, but at the expense of the requesting partyParty, (i) to execute and deliver, or use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfertransfer as such Party may reasonably be requested to execute and deliver by the other Party, and (ii) to make make, or cause to be made, all filings with, and to obtain obtain, or cause to be obtained, all consents, approvals or authorizations of, Consents of any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off and (iv) to take take, or cause to be taken, all such other actions as such party Party may reasonably be requested to take by any the other party hereto Party 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 any transfers of Assets or assignments and assumptions of Liabilities hereunder and the transfers of the SeraNova Assets and the assignment and assumption of the SeraNova Liabilities and theother transactions contemplated hereby. (c) On or prior to the Closing Distribution Date, Intelligroup Neurotrope and SeraNova NBI, in their respective capacities as direct and indirect stockholders shareholders of their respective Subsidiaries, shall each ratify any actions which that are reasonably necessary or desirable to be taken by Intelligroup, SeraNova NBI or any other Subsidiary of Intelligroup or SeraNovaNeurotrope, as the case may be, to effectuate the transactions contemplated by this Agreement. (d) Prior to the Closing DateDistribution, if one or more of the parties either Party identifies any commercial or other service that is needed to assure ensure a smooth and orderly transition of the businesses its business in connection with the consummation of the transactions contemplated hereby hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the parties Parties will cooperate in determining whether there is a mutually acceptable arm'sarm’s-length basis on which the other party Party will provide such service. (e) Neurotrope and NBI shall settle the Payables Transactions in accordance with Schedule II. As soon as reasonably possible following the Distribution Date, the Parties agree to determine and settle the final amounts of the Payables Transactions to the extent such amounts have not previously been settled.

Further Assurances and Additional Covenants. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties Parties hereto shall use its reasonable best efforts, prior to, on and after the Closing Separation 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 lawsLaws, 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 Separation Date, each party Party hereto shall cooperate with the other partyParties, and without any further consideration, but at the expense of the requesting partyParty, 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 instrumentinstrument (including any Consents or Governmental Approvals), and to take all such other actions as such party Party may reasonably be requested to take by any other party 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 HXXX Assets and the assignment and assumption of the SeraNova HXXX Liabilities and thethe other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost, and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title, free and clear of any Security Interest created by the non-requesting Party, if and to the extent it is commercially feasible to do so. (c) On or prior to the Closing Separation Date, Intelligroup HBIO and SeraNova HXXX 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 IntelligroupHBIO, SeraNova HXXX or any other Subsidiary of Intelligroup or SeraNovaHBIO, as the case may be, to effectuate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. On or prior to the Separation Date, HBIO and HXXX shall take all actions as may be necessary to approve the stock-based employee benefit plans of HXXX in order to satisfy the requirement of Rule 16b-3 under the Exchange Act. (d) Prior to the Closing DateHBIO and HXXX, if one or more and each of the parties identifies members of their respective Groups, waive (and agree not to assert against any commercial of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other service that is needed claims relating to assure a smooth and orderly transition or arising out of: (i) the failure of HXXX or any member of the businesses HXXX Group, on the one hand, or of HBIO or any member of the HBIO Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the consummation Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the transactions contemplated hereby that is other Group of ownership or operational control of any Assets not otherwise governed previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the provisions of this Agreement applicable transferor. To the extent any Liability to any Governmental Authority or any Ancillary Agreementthird Person arises out of any action or inaction described in clause (i) or (ii) above, the parties will cooperate in determining whether there is a mutually acceptable arm's-length basis on which transferee of the other party will provide applicable Asset hereby assumes and agrees to pay any such serviceLiability.

Further Assurances and Additional Covenants. Section 8.01. Further Assurances. (a) In Subject to Section 3.03 and ARTICLE IX, in addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto Parties shall, and shall cause each of its respective Group Members to, use its commercially reasonable best efforts, prior to, on to and after the Closing DateEffective Time, 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 Laws and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements and to permit the operations of the Progressive Leasing and Vive Business and the Aaron’s Business after the Effective Time; provided, however, that neither Parent nor SpinCo (nor any of their respective Group Members) shall be obligated under this Section 8.01 to pay any consideration, grant any concession or incur any additional Liability to any Third Party other than ordinary and customary fees paid to a Governmental Authority. (b) Without limiting the foregoing, prior to, on to and after the Closing DateEffective Time, each party hereto Party shall, and shall cause its Group Members to, cooperate with the other partyParty, and without any further consideration, but at the expense of the requesting partyParty, (i) to execute and deliver, or use its commercially reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfertransfer as such Party may reasonably be requested to execute and deliver by the other Party, and (ii) to make make, or cause to be made, all filings with, and to obtain obtain, or cause to be obtained, all consents, approvals or authorizations of, Consents of any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off, (iii) to make, or cause to be made, all filings with a Governmental Authority necessary to ensure the assignment, transfer or other modification of Governmental Approvals as may be required pursuant to any Environmental Law and (iv) to take take, or cause to be taken, all such other actions as such party Party may reasonably be requested to take by any the other party hereto Party from time to time, in each case 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 Parent Assets and the assignment SpinCo Assets and assumption assignments and assumptions of the SeraNova Parent Liabilities and thethe SpinCo Liabilities as provided by this Agreement and the other transactions contemplated hereby. (c) On With respect to a particular Asset that (i) if primarily used or prior held for use in the Aaron’s Business would be a SpinCo Asset and, if not so primarily used or held for use, would be a Parent Asset or (ii) if primarily used or held for use in the Progressive Leasing and Vive Business would be a Parent Asset and, if not so primarily used or held for use, would be a SpinCo Asset, each Party shall, and shall cause its Group Members to, reasonably cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, in an investigation or analysis to determine whether such Asset is a SpinCo Asset or a Parent Asset and, if such determination is made to the Closing Datereasonable satisfaction of both Parties, Intelligroup confirm in writing the status of such Asset. Each Party hereto shall cooperate with the other Party and SeraNova in their respective capacities use its commercially reasonable efforts to set up procedures and notifications 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, advisable to effectuate the transactions contemplated determination process provided by this AgreementSection 8.01(c). (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. (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 thethe other transactions contemplated hereby and thereby. Without limiting the foregoing, each party will, at the reasonable request, cost and expense of any other party, take such other actions as may be reasonably necessary to vest in such other party good and marketable title, if and to the extent it is practicable to do so. (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.