Further Assurances Regarding Non-Assignable Rights Sample Clauses

Further Assurances Regarding Non-Assignable Rights. BHP Billiton Canada and BCDC shall not assign any right, Contract or Intellectual Property to Newco in accordance with Sections 1, 2 and 3 that are not assignable in whole or in part without the consent or approval of any applicable Governmental Authority or, in the case of any Contract, the consent of the other party or parties to it, as applicable, unless such approval or consent has been given on terms satisfactory to BHP Billiton Canada, BCDC and Newco. In order, however, that the full value of any right, Contract or Intellectual Property intended to be assigned by BHP Billiton Canada and BCDC to Newco for which a required consent or approval has not been obtained may be realized for the benefit of Newco, BHP Billiton Canada and/or BCDC, as the case may be, shall hold the benefit of such rights, Contracts and Intellectual Property in trust for Newco for a period of twelve (12) months from the Closing Date and during such period shall co-operate with Newco in any arrangements designed to provide to Newco the benefits thereunder or in respect thereof, including the enforcement for the benefit of Newco of any and all rights of BHP Billiton Canada and/or BCDC, as applicable, thereunder or in respect thereof. To the extent any such consent or approval has not been obtained at the end of such twelve (12) month period, BHP Billiton Canada and/or BCDC, as applicable, shall be entitled to terminate such right or Contract (other than Intellectual Property). During the twelve (12) month period referred to above, BHP Billiton Canada, BCDC and Newco shall each use their commercially reasonable efforts to obtain the consent or approval of any applicable Governmental Authority or, in the case of any Contract, the consent of the other party or parties to it in all cases in which such consent or approval is required to complete an assignment described in Sections 1, 2 and 3 and which has not been obtained at the time the assignment is to be completed.
Sample 1
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Related to Further Assurances Regarding Non-Assignable Rights

  • 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, 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; 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:

  • Further Assurances; Cooperation; Notification (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby.

  • Covenant of Further Assurances The Funds and BNY Mellon covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of the Funds and BNY Mellon shall execute and deliver any further legal instruments and perform any acts that may be reasonably required to confirm and effectuate the validity and enforceability of this Agreement.

  • Further Assurances Covenants Each Lien Grantor covenants as follows:

  • Further Assurances and Post-Closing Covenants (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents.

  • 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; General Covenants Each Lien Grantor covenants as follows:

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