Further Assurances of Sellers Sample Clauses

Further Assurances of Sellers. Sellers shall, from time to time, at the request of Purchaser, and without further consideration, execute and deliver such instruments of transfer, conveyance and assignment in addition to those delivered pursuant to Sections 2.1 and 9.2 38 hereof, and take such other actions, as may be reasonably necessary to assign, transfer, convey and vest in Purchaser, and to put Purchaser in possession of, the Assets, including but not limited to obtaining any and all required consents of third parties which Sellers have not obtained as of the Closing Date. Sellers shall use their reasonable commercial efforts to obtain for Purchaser any and all consents of third parties, as required under Section 6.5, which Sellers have not obtained as of the Closing Date.
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Further Assurances of Sellers. At any time and from time to time from and after the Closing, Sellers shall, at the request of AIDEA, take all action AIDEA shall reasonably request in order to (a) fully and effectively vest in AIDEA all of Sellers’ right, title and interest in and to the LLC Membership Interests, and (b) permit AIDEA full and effective control over the Acquired Companies and the Operations.
Further Assurances of Sellers. At any time and from time to time after the Closing, at the request and expense of the Buyer or any of the other Buying Companies, the Selling Companies shall, and shall cause the other members of the Grace Group to execute and deliver, or cause to be executed and delivered, all such deeds, assignments, consents and other documents or instruments of conveyance, and take or cause to be taken all such other actions, as Buyer or any of the other Buying Companies reasonably deem necessary or desirable in order to put the Buying Companies in actual possession or operating control of the Total Subject Assets and the Amicon Securities (including reasonably assisting Buyer to obtain necessary permits and consents in connection with the operation of the Subject Business), or to more fully and effectively vest in the Buying Companies, or to confirm their title to and possession of, the Total Subject Assets and the Amicon Securities.
Further Assurances of Sellers. The Sellers shall, at any time, and from time to time, after the Closing Date, use their reasonable best efforts to: (a) take, or cause to be taken, all appropriate action, and to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, executing and delivering any additional instruments, certificates or other documents and (b) have the present and future officers, directors, shareholders, employees and agents of the Sellers cooperate with the Purchaser in furnishing information, evidence, testimony and other assistance in connection with any Tax Return filing obligations, actions, proceedings, arrangements or disputes of any nature with respect to matters relating to the Station for all periods prior to the Closing Date.
Further Assurances of Sellers. (a) From and after the Closing Date, Sellers shall afford to Buyer and their attorneys, accountants and other representatives, reasonable access, during normal business hours, to such books and records possessed by Sellers relating to Sellers' business as may reasonably be required in connection with the preparation of financial information for period including on or prior to the Closing Date.
Further Assurances of Sellers. From time to time after the Closing Date and without further consideration from Buyer, Sellers shall execute and deliver, or cause to be executed and delivered, to Buyer such further instruments (including powers of attorney) of sale, conveyance, assignment, transfer and delivery or take such other action as Buyer may reasonably request in order to more effectively sell, convey, assign, transfer and deliver and reduce to the possession of Buyer any and all of the Acquired Assets and consummate the transactions contemplated by this Agreement.
Further Assurances of Sellers. Sellers shall, from time to time, at the request of Purchaser, and without further consideration, execute and deliver such instruments of transfer, conveyance and assignment in addition to those delivered pursuant to Sections 2.1 and 8.3 hereof, and take such other actions, as may be reasonably necessary to assign, transfer, convey and vest in Purchaser, and to put Purchaser in possession of, the Assets, including but not limited to obtaining any and all required consents of third parties which Sellers have not obtained as of the Closing Date. Sellers shall use their commercially reasonable efforts to obtain for Purchaser any and all consents of third parties, as required under Section 6.3 which Sellers have not obtained as of the Closing Date; provided Sellers shall have no obligation to pay to any third party any fee or other amount in exchange for such consent. Sellers further agree to provide information pertaining to the Assets and the Business as may be reasonably requested by Purchaser.
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Further Assurances of Sellers. (a) Sellers shall, from time to time, at the reasonable request of Purchaser, and without further consideration, execute and deliver such instruments of transfer, conveyance and assignment in addition to those delivered pursuant to Section 3.2 hereof, and take such other actions, as may be reasonably necessary to assign, transfer, convey and vest in Purchaser, and to put Purchaser in possession of, the Purchased Assets. In the event that any subsidiary or Affiliate of Sellers own or hold rights to any of the Purchased Assets, Sellers covenant and agree to cause each such subsidiary or Affiliate to take whatever action and execute whatever documents as are necessary to implement this Agreement and the Ancillary Documents. From and after the date of the Closing, Sellers agree to convey, transfer, and assign to Purchaser, free and clear of all Encumbrances, any tangible or intangible rights, properties or assets relating to the Purchased Assets then held by Sellers, the conveyance, transfer or assignment of which would have been necessary for the representations and warranties of Sellers herein to be true and correct as of the date of the Closing, or the conveyance, transfer or assignment of which was or is required by the covenants of Sellers contained in this Agreement. Purchaser will be allowed to visually inspect and verify and confirm the condition of the Purchased Assets before crating in accordance with generally accepted standards.

Related to Further Assurances of Sellers

  • 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; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • 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 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 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 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 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 Covenants Each Lien Grantor covenants as follows:

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