Common use of FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE Clause in Contracts

FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary Agreement, the proper officers of each party to this Agreement shall take all such action or cause the applicable Post-Closing Subsidiaries to take all such action. Each of St. Xxxx and its Post-Closing Subsidiaries and the Company and its Post-Closing Subsidiaries shall use its commercially reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental and regulatory filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx and the Company, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

Appears in 3 contracts

Samples: Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD)

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FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date Time any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary Agreement, the proper officers of each party to this Agreement shall take all such action or cause the applicable Post-Closing Subsidiaries to take all such action. Each of St. Xxxx ACE and its Post-Closing Subsidiaries and the Company and its Post-Closing Subsidiaries shall use its commercially reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental and regulatory filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx ACE and the Company, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 9.4 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

Appears in 3 contracts

Samples: Master Separation Agreement, Master Separation Agreement (Assured Guaranty LTD), Master Separation Agreement (Assured Guaranty LTD)

FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary Agreement, the proper officers of each party to this Agreement shall take all such action or cause the applicable Post-Closing closing Subsidiaries to take all such action. Each of St. Xxxx and its Post-Closing closing Subsidiaries and the Company and its Post-Closing closing Subsidiaries shall use its commercially reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental and regulatory filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx and the Company, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

Appears in 3 contracts

Samples: Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD)

FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date Time any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary Agreement, the proper officers of each party to this Agreement shall take all such reasonable necessary or advisable action or cause the applicable Post-Closing Subsidiaries to take all such action. Each of St. Xxxx XL Capital and its Post-Closing Subsidiaries and the Company SCA and its Post-Closing Subsidiaries shall use its commercially reasonable efforts ef- forts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental governmental, regulatory and regulatory rating agency requests or filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx XL Capital and the CompanySCA, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 7.10 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

Appears in 2 contracts

Samples: Transition Agreement (Security Capital Assurance LTD), Transition Agreement (Security Capital Assurance LTD)

FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary Agreement, the proper officers of each party to this Agreement shall take all such action or cause the applicable Post-Closing Subsidiaries to take all such action. Each of St. Xxxx Westaim and its Post-Closing Subsidiaries and the Company and its Post-Closing Subsidiaries shall use its their commercially reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental and regulatory filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx Westaim and the Company, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 6.4 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

Appears in 1 contract

Samples: Master Separation Agreement (NUCRYST Pharmaceuticals Corp.)

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FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date Time any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary An- cillary Agreement, the proper officers of each party to this Agreement shall take all such reasonable necessary or advisable action or cause the applicable Post-Closing Subsidiaries to take all such action. Each of St. Xxxx XL Capital and its Post-Closing Subsidiaries and the Company SCA and its Post-Closing Subsidiaries shall use its commercially reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental governmental, regulatory and regulatory rating agency requests or filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx XL Capital and the CompanySCA, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 7.10 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.

Appears in 1 contract

Samples: Transition Agreement (Security Capital Assurance LTD)

FURTHER ASSURANCES; NO AGENCY; SPECIFIC PERFORMANCE. If at any time after the Closing Date any further action is reasonably necessary or advisable to carry out the purposes of this Agreement or any Ancillary Agreement, the proper officers of each party to this Agreement shall take all such action or cause the applicable Post-Closing closing Subsidiaries to take all such action. Each of St. Xxxx and its Post-Closing closing Subsidiaries and the Company and its Post-Closing closing Subsidiaries shall use its commercially reasonable efforts to obtain all consents and approvals, to enter into all amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, all applicable governmental and regulatory filings. Under no circumstances does this Agreement or any of the Ancillary Agreements create an agency relationship between St. Xxxx and the Company, except to the extent specified in any such Ancillary Agreement. The parties each agree and acknowledge that remedies at law for any breach of their obligations under this Section 11.04 are inadequate and that in addition thereto each party, as applicable, shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach.. 41

Appears in 1 contract

Samples: Formation and Separation Agreement (Platinum Underwriters Holdings LTD)

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