Further Assurances; Wrong Pockets Clause Samples

Further Assurances; Wrong Pockets. (a) In case any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request (at the requesting Party’s cost and expense).

Further Assurances; Wrong Pockets. (a) Subject to the terms and conditions of this Agreement, including Section 7.8, each of the Parties will use reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Law to consummate and make effective the transactions contemplated hereby, including using reasonable best efforts to obtain satisfaction of the conditions precedent to each Party’s obligations hereunder. (b) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any contract, agreement, permit, claim or right or any benefit or obligation arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any agreement or Law to which Seller or any of its Affiliates is a party or by which it is bound, or in any way adversely affect the rights of Seller or any of its Affiliates or, upon transfer, Buyer under such contract, agreement, permit, claim or right. Seller will use its commercially reasonable efforts to obtain, promptly following the date hereof, any and all consents of third parties required to assign to Buyer Seller’s rights under the Purchased Business Agreements. Buyer agrees to take reasonable actions to cooperate with Seller in Seller’s efforts to obtain any consents of third parties required to assign to Buyer Seller’s rights under the Purchased Business Agreements, including the submission of reasonable, financial or other information concerning Buyer and the execution of any assumption agreements or similar documents reasonably requested by a third party provided that such agreements or documents are consistent with the terms hereof. To the extent that, notwithstanding its commercially reasonable efforts, Seller is unable to obtain any such required consent prior to the Closing, and as a result thereof Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Purchased Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights or Seller would forfeit or otherwise lose the benefit of rights that Seller is entitled to retain, Seller and Buyer shall cooperate to resolve the mat...

Further Assurances; Wrong Pockets. (a) Except as otherwise provided in another Transaction Agreement, from time to time following the Closing, as and when requested by a Party, the Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases and acquittances and such instruments, and shall take such reasonable actions as may be necessary or appropriate to make effective the Transactions as may be reasonably requested by the other Party; provided, however, that nothing in this Section 7.06(a) shall require either Party or its Affiliates to pay money to, commence or participate in any Action with respect to, or offer or grant any accommodation (financial or otherwise) to, any third party following the Closing. (b) Without limitation of the terms set forth in the Transition Services Agreement, and without limitation of Section 7.06(a), following the Closing, if Seller or its Affiliates: (i) hold or receive any assets that as of the Closing Date would have been deemed Transferred Assets (other than, for the avoidance of doubt, Excluded Assets), such assets shall be promptly transferred by Seller or its applicable Affiliate to Buyer (or its designee), and (ii) incurs any Liability that as of the Closing Date would have been deemed an Assumed Liability (other than, for the avoidance of doubt, the Excluded Liabilities), such Liabilities will be promptly transferred by Seller or its applicable Affiliate to, and shall be assumed by, Buyer (or its designee), in the case of each of (i) and (ii) above, for no additional consideration. (c) Without limitation of Section 7.06(a), following the Closing, if Buyer or its Affiliates: (i) hold or receive any assets that as of the Closing Date would not have been deemed Transferred Assets or are Excluded Assets, such assets shall be promptly transferred by Buyer or its applicable Affiliate to Seller (or its designee), and (ii) incurs any Liability that as of the Closing Date would have been deemed an Excluded Liability (other than, for the avoidance of doubt, the Assumed Liabilities), such Liabilities will be promptly transferred by Buyer or its applicable Affiliate to, and shall be assumed by, Seller (or its designee), in the case of each of (i) and (ii) above, for no additional consideration.

Further Assurances; Wrong Pockets. (a) From time to time, pursuant to the request of a party delivered to the other party after a Closing Date, and without further consideration other than the other party’s out-of-pocket expenses, such party shall execute, deliver and acknowledge such other instruments and documents of conveyance and transfer or assumption and shall take such other actions and shall execute and deliver such other documents, certifications and further assurances as the other party reasonably may request in order to vest and confirm more effectively in the Buyer title to or to put the Buyer more fully in legal possession of, or to enable the Buyer to use, any of the Transferred Assets, or to enable the Buyer to complete, perform or discharge any of the Assumed Liabilities and to release the Sellers of the Assumed Liabilities or otherwise enable the parties to carry out the purposes and intent of this Agreement. (b) To the extent that right, title or interest to any Excluded Asset, is acquired by the Buyer or any assignee of the Buyer under this Agreement the Buyer agrees to, or cause any applicable assignee of the Buyer to, promptly transfer any such asset, property or right for nominal consideration to such Seller or Affiliate of the Company as the Company may specify. The Sellers shall be responsible for reasonable out-of-pocket expenses incurred by the Buyer or its Affiliates in connection with the transfer contemplated by this Section 3.6(b).

Further Assurances; Wrong Pockets. (a) On and after the Closing Date, the Seller Parties and Buyer shall cooperate and use all of their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to consummate and make effective the transactions contemplated hereby, including the execution of any additional documents or instruments of any kind, the transfer of assets or property, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof, and the taking of all such other actions as such party may reasonably be requested to take by the other party hereto from time to time, consistent with the terms of this Agreement and the Transaction Documents contemplated hereby, in order to effectuate the provisions and purposes hereof and thereof and the transactions contemplated hereby and thereby. (b) If, following the Closing Date, Buyer, the Seller Parties or any of their respective Affiliates discovers that any assets, right or properties: (i) (x) intended to be directly or indirectly transferred to a Seller Party or any of their respective Affiliates in connection with Pre-Closing Reorganization were not transferred to the Seller Parties or their respective Affiliates at or prior to Closing or (y) otherwise exclusively used by the Seller Parties (other than in the Business) as of the Closing Date was not owned, leased or held by a Seller Party as of the Closing (each, a

Further Assurances; Wrong Pockets. (a) Following the Closing, from time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered by its relevant Affiliates, all such documents and instruments and shall take, or cause to be taken by its relevant Affiliates, all such further or other actions as such requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement. (b) The parties acknowledge and agree that the Acquired Companies may come into possession of certain assets, properties or rights that are not related to the Business (the “Other Assets”) as a result of the Pre-Closing Restructuring or otherwise. If, following the Closing, either party reasonably determines that Other Assets were transferred to or are held by the Acquired Companies, the parties agree to cooperate to transfer to the Seller or its designated Affiliate such Other Assets as promptly as practicable without the payment of consideration (except that, if and to the extent any Other Asset was included in the determination of the Net Working Capital or the Final Cash, the amount included therein for such Other Asset shall be paid in consideration of such transfer). The parties further acknowledge and agree that certain assets of the Seller or its Affiliates (other than the Acquired Companies) related to the Business (the “Other Business Assets” and together with the Other Assets, the “Misplaced Assets”) may inadvertently not be transferred to the Acquired Companies in connection with the Pre-Closing Restructuring. If, following the Closing, either party reasonably determines that Other Business Assets were not transferred to the Acquired Companies, the parties agree to cooperate to transfer such Other Business Assets to the Company or other designated Affiliate of the Purchaser as promptly as practicable without the payment of any further consideration (except that, if and to the extent any Other Business Asset was included in the determination of the Net Working Capital or the Final Indebtedness, the amount included therein for such Other Business Asset shall be paid in consideration of such transfer). Without limiting the generality of the foregoing, with respect to any Misplaced Asset, the parties shall, and shall cause their respective Affiliates to, (i) execute all such agreements, deeds or other documents as may be necessary for the purposes of tra...

Further Assurances; Wrong Pockets. (a) The Selling Parties shall, and shall, to the extent applicable, cause their respective controlled Affiliates to, execute and deliver such further instruments of conveyance and transfer and take such additional action as ▇▇▇▇▇-▇▇▇▇▇▇ may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement and the Ancillary Agreements. ▇▇▇▇▇-▇▇▇▇▇▇ shall, and shall cause its controlled Affiliates to, execute and deliver such further instruments of assumption and take such additional action as DUG may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement and the Ancillary Agreements. The parties agree that such actions may include entering into any agreements or instruments providing for the sale, transfer, conveyance, assignment or delivery of any of the Transferred Equity Interests or any of the Transferred Assets, or the assumption of any Assumed Liabilities, as the parties jointly determine would be required pursuant to requirements of applicable local Law to be documented separately from this Agreement, which agreements shall be negotiated in good faith among the parties, but in all events shall be consistent with the terms of this Agreement and have appropriate provisions to pay any applicable portion of the Purchase Price, as required by applicable Law, in local currency in such amounts and such countries as jointly determined by the parties (which will reduce the corresponding obligation to make payment under this Agreement); provided, however, that any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Reuters on the date that is three (3) Business Days prior to the Closing Date; provided further, that nothing in this Section 5.9(a) or any such agreement shall waive or alter any provision of Section 2.6 or Section 2.7 of this Agreement. (b) Without limiting the generality of the foregoing, if at any time following the Closing it becomes apparent that any asset or Liability (including any Intellectual Property or Contract) that should have been transferred to ▇▇▇▇▇-▇▇▇▇▇▇ or the Transferred Companies, either directly or indirectly (including through the acquisition of the Transferred Equity Interests) pursuant to this Agreement, was not so transferred, or any asset or Liability (including any Intellectual Property or Contract) unrelated to the Transferred Companies or the Business or related prim...

Further Assurances; Wrong Pockets. (a) Subject to the terms and conditions of this Agreement, from time to time, at the request of any Party hereto and at the expense of the Party so requesting, each other Party shall, without additional consideration, execute and deliver to such requesting Party such documents and take such other actions as such requesting Party may reasonably request in order to carry out the purposes of this Agreement. (b) If at any time after the Closing, any Party discovers that Seller or any of its Subsidiaries holds any Asset or Liability that is exclusively related to, developed exclusively for, or exclusively used for or held for use in connection with, the Business, then each Party shall cause its respective Affiliates to transfer such Asset or Liability, subject to Applicable Law, to Buyer or its designated Affiliate for no additional consideration. If at any time after the Closing, any Party discovers that Buyer or any of its Affiliates (including the Acquired Companies) holds any Asset or Liability that is exclusively related to, developed exclusively for, or exclusively used for or held for use in connection with, a business of Seller other than the Business, then each Party shall cause its respective Affiliates to transfer such Asset or Liability, subject to Applicable Law and Contractual Obligation, to Seller or its designated Affiliate for no additional consideration.

Further Assurances; Wrong Pockets