Further Assurances and Agreements. Each of the parties to this Agreement will take all such further steps and execute all such further and other documentation as may be necessary in order to more fully give effect to the provisions of this Agreement.
Further Assurances and Agreements. 10.1 The Pledgor and the Purchasers agree that at any time and from time to time upon the written request of the Vendors, or either of them, the Pledgor and the Purchasers shall promptly and duly execute and deliver to the Vendors, or either of them, any and all such further instruments and documents as the Vendors in their sole and absolute discretion may deem necessary for obtaining the full benefit of this Agreement and of the rights and powers herein granted to them.
Further Assurances and Agreements. Each party to this letter agreement shall use its best efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, (i) as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this letter agreement and the consummation of the transactions contemplated hereby, including the Distribution, and (ii) as either of the Other Members may reasonably request in order to consummate the Distribution. Without limiting the generality of anything set forth herein, (a) Transferor and Transferee shall notify the Silver Rock Entities of Transferor’s transfer of the Transferred Call Option to Transferee and Transferor’s assignment of rights under, and Transferee’s assumption of obligations under, the Transferred Call Option; and (b) Transferor and Transferee shall cooperate with each other and the Other Members in seeking from the Silver Rock Entities the prompt issuance of new instruments, representing the Transferred Call Option and the portions of the Call Option transferred to the Other Members pursuant to the Distribution (the “Other Member Call Options”), in the names of Transferee and the Other Members, as applicable. Notwithstanding any failure or other delay in the Silver Rock Entities’ issuance of new instruments representing the Transferred Call Option and the Other Member Call Options, each of the parties hereto hereby covenants and agrees to cooperate with the other party hereto and each of the Other Members to hereafter treat the new instruments representing each of the Transferred Call Option and the Other Member Call Options as having been issued in the names of Transferee and the Other Members, as applicable. Each of the parties to this letter agreement hereby acknowledges and agrees that each of the Other Members shall be an express third party beneficiary of the provisions of this Section 2, entitled to the benefits of, and to rely upon and enforce, this Section 2.
Further Assurances and Agreements. In addition to the actions specifically provided for elsewhere in this Agreement and the specific agreements, documents and instruments annexed to this Agreement, each of Pharmacopeia and PDD shall use its reasonable efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and do, or cause to be done, all things, and agree to execute, or cause to be executed, by the appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents, as such action, thing, agreement, instrument or other document may be necessary or desirable in order to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.
Further Assurances and Agreements. In addition to the actions specifically provided for elsewhere in this Agreement and the specific agreements, documents and instruments annexed to this Agreement, Merck and Medco shall use its reasonable efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and do, or cause to be done, all things, and agree to execute, or cause to be executed, by the appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents, as such action, thing, agreement, instrument or other document may be necessary or desirable in order to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.
Further Assurances and Agreements. In addition to the actions specifically provided for elsewhere in this Agreement and the Ancillary Agreements, each of E-Z-EM and AngioDynamics shall use its reasonable efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and do, or cause to be done, all things, and agree to execute, or cause to be executed, by the appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents, as such action, thing, agreement, instrument or other document may be necessary or desirable in order to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.
Further Assurances and Agreements. Seller and Buyer each agree that it will take such further or other action(s) and to execute or deliver such other documents necessary to carry out the purposes and intent of this Agreement or any document delivered pursuant to this Agreement.
Further Assurances and Agreements. Each party to this Agreement shall use its reasonable best efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Further Assurances and Agreements. (a) Each Party will from time to time, at the reasonable request of any other Party, execute and deliver such other instruments of conveyance and transfer and such other instruments, documents and agreements and take such other actions as such other Party may reasonably request or as may be reasonably requested by any applicable Governmental Authorities or third parties, in each case in order to consummate and make Execution any of the transactions contemplated hereby and to vest in the Acquirer the right, title and interest in, to and under the Acquired Assets, to assist the Acquirer in the transfer, assignment, collection and reduction to possession of the Acquired Assets (and the exercise of rights with respect thereto); provided that the requesting Party will prepare any additional documents and instruments and will handle any submittal, applications, processing, recording and registrations and bear all expenses related thereto.
Further Assurances and Agreements. The Pledgor agrees that at any time and from time to time upon the written request of the Pledgee, it will promptly and duly execute and deliver to the Pledgee any and all such further instruments and documents as the Pledgee may deem necessary for obtaining the full benefit of this Agreement and of the rights and powers herein granted or perfecting the security created hereunder. The Pledgor undertakes not to open any other account with the Bank or any other bank in or outside Malta without the prior consent of the Pledgee, and where such new account is opened in breach of this Agreement, the Pledgor is bound to pledge this new account in favour of the Pledgee so as to secure the Secured Indebtedness and the terms of this Pledge Agreement shall apply to this new pledge, subject however there shall be no automatic authority granted to the Pledgee to manage the new account in terms of Clause 6.
