Further Assurances; Notices Sample Clauses

Further Assurances; Notices. Each of Assignor and the Assignee agrees to execute such further documents and to do such further things as the Bank may reasonably request in order to more fully effect this Agreement and the transactions contemplated hereby. The address for notices for the Assignee given pursuant to the LSA and the other Loan Documents shall be as set forth below: x/x XxxXxxxx, Xxx. Xxxxxxxxxx Xxxxx Xxxx 000 Xxxx Xxxx Xxxxxx, 9th Floor Richmond, VA 23219 Attn: General Counsel Email: xxxxx@xxxxxxxx.xxx
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Further Assurances; Notices. The Loan Parties will, and will cause each of their respective Subsidiaries to, from time to time, do, execute, authorize and deliver, as the case may be, all such additional and further acts, documents and instruments as Administrative Agent reasonably requests to consummate the transactions contemplated hereby and to vest completely in and assure Administrative Agent and the other Secured Parties of their respective rights under this Agreement and the other Loan Documents, including such financing statements, documents, security agreements and reports to evidence, perfect or otherwise implement the security for repayment of the Secured Obligations contemplated by the Loan Documents. Other than with respect to the Verizon Acquisition, Borrower will notify Administrative Agent in each Compliance Certificate delivered pursuant to Subsection 4.5(C) of (A) the acquisition in fee simple by any Loan Party of any real property with a purchase price in excess of $1,000,000 or as to which the loss thereof would have a Material Adverse Effect (a “Material Owned Property”), (B) the lease or license by any Loan Party after the date hereof of any real property as to which (i) the annual rentals or equivalent payments exceed $200,000, (ii) the book value of the assets of the Loan Party located on the leased or licensed location is in excess of $1,000,000 or (iii) the loss thereof would have a Material Adverse Effect (a “Material Leased Property”), (C) the acquisition by any Loan Party of the ownership of or the license to use any material registered intellectual property (including any domain name the loss of which would reasonably be expected to result in a Material Adverse Effect), any commercial tort claim known to a Loan Party (such that a senior officer of such Loan Party has actual knowledge of the existence of a tort cause of action and not merely of the existence of the facts giving rise to such cause of action and known to involve an amount in controversy in excess of $1,000,000 individually or $5,000,000 in the aggregate), and (D) the opening or acquisition by any Loan Party of any new deposit, investment or other accounts. Each Loan Party, promptly upon the request of Administrative Agent, will execute and deliver all such additional documents and instruments as Administrative Agent may reasonably require with respect to each Material Owned Property and each Material Leased Property acquired after the date hereof in order to create a valid and perfected Lien...
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Further Assurances; Notices. CUSTOMER shall promptly execute and deliver to XXXXX, L.L.C. such documents and take such further action as VANGO, L.L.C. may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to protect the rights and remedies of VANGO, L.L.C. created or intended to be created hereunder. All notices under this Agreement shall be sent to the respective party at its address set forth on the front page of this Agreement or on the applicable Schedule or at such other address as the parties may provide to each other in writing from time to time. Any such notice mailed to said address shall be effective when deposited in the United States mail, duly addressed and with first class postage prepaid. Dated this of Customer XXXXX, X.X.X. on until , at
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Further Assurances; Notices. (a) Each of Purchaser and the Seller shall use its commercially reasonable efforts to (i) take actions necessary and appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement; provided that Purchaser shall not be required to forego any right or dispose of or hold separate any assets or business (including the Business or any portion thereof or any assets included in the Stoneville Package) or to incur any material expense in connection with any such action. Notwithstanding the foregoing, to the extent that the staff of the Antitrust Division conditions the withdrawing of an objection based on Competition Laws to the consummation of this Agreement or the Agreement and Plan of Merger, dated as of August 14, 2006, among the Seller, Monsanto Sub, Inc. and Delta and Pine Land Company, either upon Purchaser’s agreement to forego any right or dispose of or hold separate any assets or business (including the Business or any portion thereof or any assets included in the Stoneville Package) and Seller sends Purchaser written notice that the staff of the Antitrust Division is imposing such condition (which notice shall reference this Section 7.5(a) and specify the nature of such condition and the communications and correspondence involving such condition), then for a period of ten (10) Business Days after Purchaser’s receipt of such notice, each party will cooperate with the other party in good faith (including by permitting Purchaser to negotiate directly with the Antitrust Division) and use commercially efforts to cause the Antitrust Division to eliminate such condition or modify such condition in a manner acceptable to Purchaser in the exercise of its sole discretion. If after the expiration of such ten (10) Business Day period, the parties fail to cause the Antitrust Division to so eliminate or modify such condition and Purchaser in the exercise of its sole discretion does not agree to such condition, then Seller may at its option terminate this Agreement upon written notice to Purchaser and such notice and termination shall have the effects set forth in Sections 4.2 and 4.3 as if such notice had been delivered pursuant to Section 4.1.
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Further Assurances; Notices. The Loan Parties will, and will cause each of their respective Restricted Subsidiaries (other than Excluded Subsidiaries) to, from time to time, do, execute, authorize and deliver, as the case may be, all such additional and further acts, documents and instruments as Administrative Agent reasonably requests in writing to consummate the transactions contemplated hereby and to vest in and assure Administrative Agent and the other Secured Parties of their respective rights under this Agreement and the other Loan Documents, including such financing statements, documents, security agreements and reports to evidence, perfect or otherwise implement the security for repayment of the Secured Obligations, in each case, to the extent contemplated by the Loan Documents. Borrower will notify Administrative Agent in each Compliance Certificate delivered pursuant to Subsection 4.2(C) of any commercial tort claim known to a Loan Party (such that a senior officer of such Loan Party has actual knowledge of the existence of a tort cause of action and not merely of the existence of the facts giving rise to such cause of action and known to involve an amount in controversy in excess of $3,000,000 individually or $10,000,000 in the aggregate). Each Loan Party, promptly upon the request of Administrative Agent, also will authenticate or execute and deliver UCC financing statements (including fixture filings), and obtain control agreements with respect to accounts other than Excluded Accounts.
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Further Assurances; Notices. (a) Subject to the terms and conditions of this Agreement, each of the Buyer Parties and the Seller Parties shall use its commercially reasonable efforts to (i) take actions necessary and appropriate to consummate the transactions contemplated by this Agreement and each of the Ancillary Agreements and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement and each of the Ancillary Agreements.
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Further Assurances; Notices. Provided no additional cost or expense is required to be incurred by Assignor or Assignee, Assignor and Assignee agree that they will do, execute, acknowledge and deliver all acts, assignments, transfers, notices and assurances as may be reasonably required to evidence and perfect the assignments and assumptions set forth herein.
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Further Assurances; Notices. The Loan Parties will, and will cause each of their respective Restricted Subsidiaries (other than Excluded Subsidiaries) to, from time to time, do, execute, authorize and deliver, as the case may be, all such additional and further acts, documents and instruments as Administrative Agent reasonably requests in writing to consummate the transactions contemplated hereby and to vest in and assure Administrative Agent and the other Secured Parties of their respective rights under this Agreement and the other Loan Documents, including such financing statements, documents, security agreements and reports to evidence, perfect or otherwise implement the security for repayment of the Secured Obligations, in each case, to the extent contemplated by the Loan Documents. Borrower will notify Administrative Agent in each Compliance Certificate delivered pursuant to Subsection
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Related to Further Assurances; Notices

  • Further Assurances, etc The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will

  • Further Assurances Each party shall 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 the 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 Consents In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain any consents and approvals, make any filings and applications and remove any liens, claims, equity or other encumbrance on an Asset of the other Party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the Party or its Group or the business thereof.

  • Further Assurances and Actions (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

  • Further Assurance Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents, and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

  • Further Assurances and Cooperation Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.

  • Further Assurances; Cooperation Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.

  • Further Assurances Covenants Each Lien Grantor covenants as follows:

  • Further Assurances; Remedies In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, the Company hereby agrees with the Agent and each of the Purchasers as follows:

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