Common use of Further Assurances; Subsequent Transfers Clause in Contracts

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. SECTION 7.3.1 (a) To the extent that any of the transfers, distributions, deliveries and assumptions required to be made pursuant to Article II shall not have been so consummated at or prior to Closing, the parties shall cooperate and use their reasonable best efforts to effect such consummation as promptly thereafter as reasonably practicable. Each of Parent and Sub the parties hereto will execute and deliver, and shall cause the members of their respective Group to execute and deliver, deliver such further instruments of conveyancetransfer, transfer distribution and assignment assumption and will take such other actions as each Newco or any of them its Subsidiaries 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 DateClosing, at the reasonable request of Sub Newco or any of its Subsidiaries, the Company and without the payment of any further consideration, Parent will, and its Subsidiaries will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfertransfer and distribution, conveyance, assignment and confirmation and take such action as Sub Newco or any of its Subsidiaries may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub Newco or a Sub Group member any of its Subsidiaries and to confirm Sub's (Newco’s or such Sub Group member's) any of its Subsidiaries’, as the case may be, right, title to or interest in, all of the Contributed Newco Assets, to put Sub Newco and its Subsidiaries in actual possession and operating control thereof and to permit Sub Newco and its Subsidiaries to exercise all rights with respect thereto (including, without limitation, 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 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 properly 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' feesrelated Newco Liabilities.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 6.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, 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 Distribution 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, including without limitation, 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 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- of-pocket expenses and attorneys' fees.

Further Assurances; Subsequent Transfers. SECTION 7.3.1 Section 6.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, 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 Distribution 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, including without limitation, 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 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. SECTION 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, 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. SECTION 7.3.1 (a) Each of Parent True North, the Transferring Entities and Sub TN Technologies Holding will execute and deliver, and shall cause the members of their respective Group to execute and deliver, 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 foregoingforegoing but subject to Section 4.2, at any time and from time to time after the Effective Closing Date, at the reasonable request of Sub any of the Limited Partners and TN Technologies Holding and without the payment of any further consideration, Parent will, True North and the Transferring Entities will cause the appropriate member of the Parent Group to, execute and deliver to Sub TN Technologies Holding such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub the Limited Partners or TN Technologies Holding may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member TN Technologies Holding and to confirm SubTN Technologies Holding's (or such Sub Group member's) title to all of the Contributed Transferred Assets, to put Sub TN Technologies Holding in actual possession and operating control thereof and to permit Sub TN Technologies Holding 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 TN Technologies Holding will execute and deliver to Parent True North and the Transferring Entities all instruments, undertakings or other documents and take such other action as Parent True North and the Transferring Entities may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group TN Technologies Holding fully assume and discharge the Assumed Liabilities and relieve Parent True North and the members of the Parent Group Transferring Entities of any liability Liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent True North and Sub the Transferring Entities and TN Technologies Holding shall not be obligated, in connection with the foregoing, to expend monies other than their respective reasonable out-of- of-pocket expenses and attorneys' fees.