Further Assurances; Subsequent Transfers. SECTION 7.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees.
Further Assurances; Subsequent Transfers. (a) Each Seller and Buyer will execute and deliver such further instruments of conveyance, transfer and assignment and will take such other actions as either of them may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the terms hereof and thereof. Without limiting the generality of the foregoing, at any time and from time to time after the Closing Date, at the request of Buyer and without further consideration therefor, Sellers will execute and deliver to Buyer such other instruments of transfer, conveyance, assignment and confirmation and will take such action as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer and to confirm Buyer's title to any Acquired Assets, to put Buyer in actual possession and operating control thereof and to permit Buyer to exercise all rights with respect thereto (including rights with respect to Nonassignable Assets). In addition, at the request of Sellers and without further consideration therefor, Buyer will execute and deliver to Sellers all instruments, undertakings or other documents and will take such other action as Sellers may reasonably deem necessary or desirable in order to cause Buyer to properly assume and discharge the Assumed Liabilities and to relieve Sellers of any Liability with respect thereto and to evidence the same to third parties.
Further Assurances; Subsequent Transfers. (a) Each of the parties hereto will execute and deliver such further instruments of transfer, distribution and assumption and will take such other actions as the other parties hereto may reasonably request in order to effectuate the purposes of this Separation Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after Closing, at the request of any party the other party will execute and deliver such other instruments of transfer and distribution, and take such action as the requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to such requesting party (or any of its Subsidiaries and/or Designated Affiliates) and to confirm such requesting party’s (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) right, title to or interest in, all of the New Diamond Assets or Equity Interests in the New Diamond Entities, the Retained Assets or Equity Interests in the Retained Entities, as applicable, to put the requesting party (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) in actual possession and operating control thereof and to permit the requesting party (or any of its Subsidiaries and/or Designated Affiliates, as the case may be) to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and to properly assume and discharge the related New Diamond Liabilities, or the Retained Liabilities, as applicable.
Further Assurances; Subsequent Transfers. (a) To the extent that any of the transfers, distributions and deliveries required to be made pursuant to Article II shall not have been so consummated prior to the Distribution Date, the parties shall cooperate and use their best efforts to effect such consummation as promptly thereafter as reasonably practicable. Each of the parties hereto will execute and deliver such further instruments of transfer and distribution and will take such other actions as any party hereto may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Distribution Date, at the request of Spinco or any of its Subsidiaries, each party hereto will, and will cause each of its Subsidiaries to, execute and deliver such other instruments of transfer and distribution, and take such action as any party hereto may reasonably request in order to more effectively transfer, convey and assign to such requesting party or to the Subsidiaries of such requesting party and to confirm the right, title or interest held by such requesting party or any of the Subsidiaries of such requesting party, in the Assets to be transferred to such requesting party (or its Subsidiaries) pursuant to this Agreement, to put such requesting party and its Subsidiaries in actual possession and operating control thereof and to permit such requesting party and its Subsidiaries to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and to properly assume and discharge the related Liabilities.
Further Assurances; Subsequent Transfers. (a) Seller and Buyer shall execute and deliver such further instruments of conveyance, transfer and assignment and shall take such other actions as either of them may reasonably request of the other in order to effectuate the purposes of this Agreement or the Ancillary Agreements and to carry out the terms hereof.
Further Assurances; Subsequent Transfers. (a) Each of SFX and Entertainment will execute and deliver such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Distribution Date, at the request of Entertainment, SFX will execute and deliver to Entertainment such other instruments of transfer, conveyance, assignment and confirmation and take such action as Entertainment may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Entertainment and to confirm Entertainment's title to all of the Transferred Assets, to put Entertainment in actual possession and operating control thereof and to permit Entertainment to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and SFX will take such actions as Entertainment may reasonably request in order to prepare and implement appropriate plans, agreements and arrangements for the Employees and Entertainment will execute and deliver to SFX all instruments, undertakings or other documents and take such other action as SFX may reasonably request in order to have Entertainment properly assume and discharge the Assumed Liabilities and relieve SFX of any Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, SFX and Entertainment shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of-pocket expenses and attorneys' fees (which expenses and fees shall be reimbursed by the requesting party).
Further Assurances; Subsequent Transfers. Each of the parties hereto will execute and deliver such further instruments of transfer and distribution and will take such other actions as CRR, CSX or NSC or any of their respective Affiliates may reasonably request, at CRR's, CSX's or NSC's respective expense, in order to fully effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Distribution Date, as CSX, CRR or NSC or any of their respective Affiliates may reasonably request, at CSX's, CRR's or NSC's respective expense, CRR Parent, Green Acquisition, CRR, NSR and CSX will execute and deliver such other instruments of transfer and distribution, and take such action as CSX, CRR or NSC or any of their respective Affiliates may reasonably deem necessary or desirable and in form and substance and upon terms and subject to the conditions acceptable to CSX, CRR or NSC, in order to more effectively transfer, convey and assign to: (i) NYC Newco and PRR Newco and to confirm NYC Newco's or PRR Newco's right, title to or interest in, the NYC Membership Interest and PRR Membership Interest, respectively, (ii) NSC and CSX Rail and CSX Northeast and to confirm NSC's and CSX Rail's and CSX Northeast's right, title to or interest in the PRR Shares and the NYC Shares, respectively, transferred pursuant to this Agreement, (iii) CRC that number of shares of common stock, par value $.01 per share, which represents 99.9% of the then issued and outstanding NYC Shares and PRR Shares and (iv) CRC that number of NYC Newco Debentures and PRR Newco Debentures in a combined aggregate principal amount equal to the aggregate principal amount of Debentures tendered in the Exchange Offer (subject to Section 2.4 and to the treatment of fractional interests, with NYC Newco Debentures equal to 42% and PRR Newco Debentures equal to 58% of such combined aggregate principal amount).
Further Assurances; Subsequent Transfers. Each of IGC ---------------------------------------- and ACPT will execute and deliver such further agreements, notes and instruments of transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Notwithstanding the foregoing, IGC and ACPT shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of-pocket expenses and attorneys' fees.
Further Assurances; Subsequent Transfers. Each of the parties hereto will execute and deliver such further instruments of transfer and distribution and will take such other actions as any party hereto may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof.
Further Assurances; Subsequent Transfers. (a) Seller and Buyer shall execute and deliver such further instruments of conveyance, transfer and assignment and shall take such other actions as a Party may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the terms hereof and thereof. After the Closing, if for any reason Seller does not or is unable to execute such further documents as are necessary or required to be executed by Seller hereunder within ten (10) business days of Buyer’s written request, Seller hereby irrevocably appoints Buyer as its attorney in fact (which appointment is coupled with an interest) to execute and deliver such assignments, applications or other instruments as shall be necessary to effectuate the purposes of this Agreement and the Ancillary Agreements and to protect and vest title in and to the Acquired Assets. Notwithstanding anything to the contrary in this Agreement, the power of attorney granted by the preceding sentence shall terminate no later than the fifth-year anniversary of the Closing Date.
