Further Assurances and Covenants. (a) Grantor authorizes the Secured Party to file initial financing statements, and amendments of financing statements, covering the Collateral and any property that becomes Collateral as identifiable proceeds of Collateral.
(b) Grantor agrees that from time to time, at the expense of Grantor, Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral or Pledged Stock. Without limiting the generality of the foregoing, Grantor will (i) at the request of Secured Party, xxxx conspicuously the Collateral and its records pertaining thereto, and the Pledged Stock, with a legend, in form and substance satisfactory to Secured Party, indicating that the Collateral and Pledged Stock are subject to the security interest granted hereby; and (ii) execute such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, including without limitation, mortgages, liens or other instruments evidencing the security interest of Secured Party hereunder in the present or future trademarks, service marks, copyrights or other intellectual property rights of Grantor.
(c) Grantor will furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may request, all in reasonable detail, and Grantor hereby agrees that Secured Party or Secured Party's agents may enter upon Grantor's premises at any reasonable time and from time to time for the purpose of inspecting the Collateral and records pertaining thereto.
(d) Without giving Secured Party at least thirty (30) days prior notice, Grantor will not (i) make any change in its corporate name, or (ii) conduct its business operations under any fictitious business name or trade name not set forth in Subsection 3(d), or (iii) move the principal place of business, principal executive office of Grantor or the office where Grantor keeps its records concerning the Collateral.
(e) Without th...
Further Assurances and Covenants. Each party shall execute such deeds, documents and give such other further assurances as are necessary or appropriate in connection with the performance of its obligations under this Agreement and to facilitate the acquisition of any and all necessary regulatory approvals.
Further Assurances and Covenants. The Grantor, at the cost of the Grantor, and without expense to the Beneficiary, agrees to execute such further assurances as may be desirable by the Beneficiary for the purposes of further evidencing, carrying out and/or confirming this Deed of Trust and for all other purposes intended by this Deed of Trust.
Further Assurances and Covenants. 9.1 United shall support Healtheon's efforts to establish the Network as the industry standard EDI gateway utility for Providers and Third party Vendors to transmit Transactions to payors. United agrees to use Healtheon as United's preferred vendor for EDI services and internet development, subject to Healtheon's availability and technical capabilities with respect to the specific development project undertaken at United's request. United and Healtheon agree to set forth in writing the scope and deliverables required for any development project commenced in accordance with this Section 9.2. United shall pay a negotiated fee to be the first point of access with respect to Ingenix Inspector and Member Recruitment interfaces on websites developed by Healtheon .
9.2 Except as otherwise provided herein, United will not contract with, solicit, encourage or otherwise promote a Third-party Vendor to process EDI Transactions directly with United; provided that, in the event that Healtheon fails to meet the performance standards set forth in Section 10 and does not cure such failure within the time periods required by this Agreement, United may solicit and transact directly with Third-party Vendors 9.3 United shall be entitled to contract directly with any Third-party Vendor to process EDI Transactions directly with United only if United is conducted in its good faith judgment that Healtheon is unable to provide reasonable service to United with respect to the Transactions available through such Third-party Vendxx
Further Assurances and Covenants. Debtor, at its cost, and without expense -------------------------------- to Bayer, shall:
(a) within ten (10) days after receipt of a request therefor from Bayer, deliver to Bayer a written statement, duly acknowledged, setting forth the outstanding amount due under the Loan Documents, and to the best of Debtor's knowledge any offsets or defenses, if any, which Debtor has, or believes it may have, under the Loan Documents; and
(b) execute such further documents, provide such further assurances, and take such other actions as may be reasonably requested by Bayer for the purposes of further evidencing, perfecting, carrying out and/or confirming this Agreement and for all other purposes contemplated by this Agreement, including but not limited to perfecting or continuing the perfection of any security interest or collateral assignment granted under or pursuant to this Agreement.
Further Assurances and Covenants. Each SA Credit Party agrees that it -------------------------------- will execute and delivery such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement. Each SA Credit party will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such SA Credit Party and such other reports in connection with such Collateral as the Administrative Agent may reasonably request, all in reasonable detail. Each SA Credit Party will promptly and as soon as reasonably possible (but in any event within ten (10) days) notify the Administrative Agent of any material event causing loss or depreciation in value of the Collateral which is outside the ordinary course of business of such SA Credit Party or any event which, in respect to any single such event, causes loss or depreciation in excess of $100,000 and in respect of any of such Events will also notify the Administrative Agent of the amount of such loss or depreciation.
Further Assurances and Covenants. Each Non-Managing Member shall cooperate with the Managing Member and the Managing Member’s representatives and shall execute and deliver such documents and take such other actions as the Managing Member or the Managing Member may reasonably request, for the purpose of evidencing or consummating the transactions contemplated by this Agreement and ensuring that all filings with the USCIS and other governmental and quasi-governmental agencies are timely filed. Without limiting the generality of the foregoing, from and after the date a Non-Managing Members admitted to the Company as a Non-Managing Member, such Non-Managing Members shall:
(a) prepare and deliver, within sixty (60) days of being admitted to the Company as a Non-Managing Member, such Non-Managing Member’s I-526 Petition to the Managing Member’s counsel for review. Each Non-Managing Member understands and agrees that the Managing Member’s counsel must approve the I-526 Petition prior to its submission to the USCIS;
(b) deliver to the Managing Member, within five (5) days of receiving, the following documents:
(i) a copy of I-526 Petition filed with, along with the applicable receipt notice issued by, the USCIS;
(ii) copies of any Requests for Evidence issued by the USCIS;
(iii) copies of any Notices of Intent to Deny issued by the USCIS; and
(iv) a copy of the I-526 Approval Notice or a copy of any I-526 Denial Notice;
Further Assurances and Covenants. 4.1 Seller hereby covenants that it will, at any time upon request of Purchaser, execute and deliver to Purchaser any new or confirmatory instruments and do and perform (at Purchaser’s reasonable expense) any other acts which Purchaser may reasonably request in order to fully sell assign and transfer to and vest in Purchaser, all of Seller's right, title and interest in and to the Purchased Assets, including, without limitation transfer of all Domain Names, software, databases, images, trademarks, patents and hosting agreements. Seller will be responsible for providing support to Purchaser for a period of sixty (60) days following the Closing at no additional charge including but not limited to providing sources for content, introduction to moderators and administrators and training on current operations.
4.2 Seller will provide detailed documentation to Purchaser defining all steps taken to achieve cloud migration of servers to Xxxxxx.xxx, and defining all steps required to transition such cloud migration back to a proprietary server infrastructure.
Further Assurances and Covenants. 19.1. On or after Closing each of the Parties shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary person) all such deeds, documents, acts and things as another Party may from time to time require in order to give full effect to this Agreement.
19.2. In particular, Purchaser shall effect that the Company shall, for a period of three months after Closing, grant continued access to and use of mr. N.J. Xxxxxx’s and xx. X.X.X. Xxxxxx’s business email addresses, xxxxxxx@xxxxxxx.xxx and xxxxxxx@xxxxxxx.xxx, respectively, in order for each of them to transfer various matters in an orderly fashion, provided that they shall not be allowed to use such email addresses for any other purpose.
19.3. Botman Bloembollen acknowledges and agrees to procure that as of the Closing Date the VAT Fiscal Unity will be terminated in respect of the Company. Botman Bloembollen will send a copy of the termination letter to Purchaser.
19.4. Xxxxxx Xxxxxxxxxxx will be responsible for preparing and filing the VAT returns of the VAT Fiscal Unity to the extent these VAT returns have not been filed up until (and including) the Closing Date. The Purchaser and the Company will provide all information requested by Xxxxxx Xxxxxxxxxxx to prepare these VAT returns.
19.5. The Purchaser and Botman Bloembollen shall discuss in good faith the settlement of VAT between Botman Bloembollen and the Company in the VAT Fiscal Unity relating to the period between the Effective Date and the Closing Date, so that the amount of VAT paid to the Tax Authorities relating to the period between the Effective Date and the Closing Date is correctly divided between the entities in the VAT Fiscal Unity and that both Botman Bloembollen and the Company will bear the VAT attributable to it or receive a refund of VAT attributable to it. The settlement will be done according to past practice and within the ordinary course of business. The settlement amount will be paid or refunded, as the case may be, within 10 business days after the payment is due to the Tax Authorities.
19.6. If there is any dispute between the Purchaser / the Company, and Botman Bloembollen in respect of the VAT settlement, the procedure of Appendix 4 will apply, mutatis mutandis.
Further Assurances and Covenants. The Company, at its cost, and without -------------------------------- expense to Mortgagee shall:
(a) within fifteen (15) days after receipt of a request therefor from Mortgagee, deliver to Mortgagee a written statement, duly acknowledged, setting forth the outstanding amount due under the PNC Loan, and offsets or defenses, if any, which the Company has under the PNC Loan Documents;
(b) execute such further documents and provide such further assurances as may be reasonably desirable by Mortgagee for the purposes of further evidencing, carrying out and/or confirming this Mortgage and for all other purposes intended by this Mortgage;
(c) with respect to any mortgage(s) held by a Qualified Financing Lender (the "Additional Mortgages"):
(i) fully, completely and strictly comply with the material terms, conditions, covenants and agreements contained in the Additional Mortgages or contained in any other document or agreement secured by or in any way relating thereto;
(ii) promptly pay on a current basis, without extra interest, late charge or penalty, each and every installment or other payment which the Company is obligated to make under any note or debt instrument secured by the Additional Mortgages;
(iii) not commit any act, nor refrain from doing any required act, nor suffer any act or omission to occur, which would or could, whether immediately or by passage of time, result in a default occurring under the Additional Mortgages or under any other document or agreement secured or in any way relating thereto, and, if the same shall occur, the Company shall immediately act to fully and completely cure and remedy same;
(iv) not request or accept any future advance or loans from a holder of any of the Additional Mortgages if the same is, or could arguably be construed as being, secured by such Additional Mortgage, unless the amount thereof is within the limitations set forth in Section 7 hereof;
(v) unless copies are provided to Mortgagee by a Qualified Financing Lender, immediately provide Mortgagee written notice of any notices received by the Company (whether such notices be given orally or in writing, but if the same shall be in writing, such notice from the Company to Mortgagee shall include a copy thereof) from the holder of any Additional Mortgage in which such holder (a) alleges that the Company is in default under such Additional Mortgage, or (b) alleges that circumstances exist that, with the passage of time, will result in a default under such Additio...
