Further Documents and Cooperation Sample Clauses

Further Documents and Cooperation. Each Party will execute such other documents, and provide such cooperation as the other Party reasonably requests, in order to give full effect to the provisions related to this Agreement, including, but not limited to, the provisions of this Agreement related to the ownership of rights.
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Further Documents and Cooperation. The Debtor and the Collateral Agent agree to execute, acknowledge and deliver to each other all instructions, agreements, documents and other instruments reasonably required to consummate the transactions contemplated by and the purposes of this Agreement. The Debtor and the Collateral Agent further agree that they will take such action and execute such further documents and agreements as may be reasonably necessary or appropriate to fulfill the purposes expressed in this Agreement and to perform the terms and conditions of this Agreement.
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Further Documents and Cooperation. The Debtor and the Secured Parties agree to execute, acknowledge and deliver to each other all instructions, agreements, documents and other instruments reasonably required to consummate the transactions contemplated by and the purposes of this Agreement. The Debtor and the Secured Parties further agree that they will take such action and execute such further documents and agreements as may be reasonably necessary or appropriate to fulfill the purposes expressed in this Agreement and to perform the terms and conditions of this Agreement.
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Further Documents and Cooperation. Each party will execute such other documents, and provide such cooperation as the other party reasonably requests in order to give full effect to the provisions related to Ownership of Rights. In no event, however, shall the cooperating party be required to expend any funds to do so.
Sample 1
Further Documents and Cooperation. Subsequent to the Closing, Seller and Buyer without the necessity of any further consideration whatsoever. shall each execute and deliver such further instruments of conveyance and transfer and take such additional actions as the other party may reasonably request or require to confirm or further evidence the transfer to Buyer of the Assets, the Contracts, and other property to be conveyed hereunder and the assumption by Buyer of the Assumed Liabilities. In the event of the dissolution. liquidation or winding out of the affairs of Seller, Seller shall take all actions (including those reasonably requested by Buyer) necessary to ensure that the shareholders of Seller shall jointly and severally assume all of the liabilities and obligations of Seller resulting from or relating to the transactions contemplated by this Agreement, including providing for the payment, discharge or performance of Seller's liabilities and the performance of the indemnification provisions of Seller contained herein; provided however, that such assumption shall not operate to modify or discharge any of the obligations of Seller under this Agreement. Prior to any such dissolution, liquidation or winding up of Seller, Seller shall furnish at least sixty (60) day's prior notice thereof to Buyer. At all times after the Closing, Seller shall cooperate with Buyer and support Buyer in its retention of all former employees of Seller which Buyer has sought to retain. Seller shall do everything necessary to insure that, except to the extent of the Assumed Liabilities, the sale and transfer to Buyer of the Assets the Contracts and the other properties conveyed hereunder will not subject Buyer or the Assets, the Contracts and the other property conveyed hereunder to any liability or claim now pending or hereafter brought or claimed against Seller or any of Seller's assets, whether by operation of law (including any bulk ??? transfer law), by contract or otherwise, including any claim or liability resulting from any tax ???, rule or regulation or, resulting from any employee benefit, profit-sharing or pension plan or labor agreement to which Seller is a party or by which it or any of its assets is bound or affected or resulting from any third party claim based on interference with contractual advantage, prospective business relations or similar causes of action.
Sample 1
Further Documents and Cooperation. Company and County shall execute such other and further documents as are reasonable and necessary to fulfill and carry out the terms and conditions intended by this Agreement. County agrees to cooperate with Company and to take all actions required and necessary for the proper permitting and utilization of the Property obtained by Company pursuant to this Agreement.
Sample 1
Further Documents and Cooperation. Assignor shall cooperate with Assignees and any successor to either or both of them by providing, upon a request by either of Assignees or any successor to either or both of them, copies of documents and records supporting or otherwise relating to the Contracts or Claims of Mechanic’s Lien or both, interview, deposition, hearing and trial testimony, as well as such other cooperation as may reasonably be required to assert or enforce any of the rights, privileges or benefits within the scope of this Assignment.
Sample 1
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Further Documents and Cooperation. Each party will execute such other documents, and cooperate with the other party in order to give full effect to the intentions set forth herein.
Sample 1

Related to Further Documents and Cooperation

  • Further Documents Lender or its counsel shall have received such other and further approvals, opinions, documents and information as Lender or its counsel may have reasonably requested including the Loan Documents in form and substance satisfactory to Lender and its counsel.

  • Other Documents and Actions Each Debtor shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement, Mortgage or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Secured Party or its Representative to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

  • Further Documentation At any time and from time to time, upon the written request of the Lender, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Loan Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby. The Borrower also hereby authorizes the Lender to file any such financing or continuation statement without the signature of the Borrower to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Loan Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

  • 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 Cooperation The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.

  • Other Documents The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

  • Further Instruments and Actions Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

  • Other Documentation Administrative Agent shall have received all documents and instruments that Administrative Agent has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date.

  • Other documents and evidence (a) The Group Structure Chart. (b) The Financial Model. (c) The Ratings Presentation. (d) The Investor Presentation. (e) The Approved List. (f) The Offering Memorandum. (g) The Steps Paper, in a form agreed upon by the Company and the Agent. (h) A copy of the Original Financial Statements. (i) The Funds Flow Statement in a form agreed by the Company and the Agent setting out the proposed movement of funds on or around the Closing Date. (j) Copies certified as true, complete and up-to-date of each of the Senior Secured Notes Documents to be entered into on or prior to the first Utilisation Date executed by the parties to those documents to the extent not previously delivered (which shall not be required to be in form and substance satisfactory to the Agent). (k) A certificate of the Company (signed by a director) certifying that: (i) the list of Material Companies of the Group set out in Schedule 11 (Material Companies) is correct, complete and up-to-date, as at the Closing Date; (ii) the Coverage Test has been complied with as at the Closing Date; and (iii) the full amount of the Senior Secured Notes (being an aggregate principal amount of not less than USD 325,000,000) has been advanced or will simultaneously with the first Utilisation under this Agreement be applied as shown in the Funds Flow. (l) Evidence that the fees, costs and expenses then due and payable from the Company pursuant to Clauses 15 (Fees), 16.7 (Stamp taxes) and 20 (Costs and expenses) have been paid or will be paid on or by the Closing Date. (m) Evidence that any process agent referred to in Clause 44.2 (Service of process) or clause 29.2 (Service of process) of the Intercreditor Agreement, if not an Original Obligor, has accepted its appointment. (n) Other than Permitted Lien and Permitted Debt as defined in Schedule 15 (Incurrence Covenants Schedule) (not including paragraph (f) of the definition of Permitted Lien and paragraph (b) of the definition of Permitted Debt), evidence that all existing guarantees and Security of the Group will be discharged on or by the Closing Date, including: (i) notice of prepayment and cancellation providing for the prepayment of all outstanding amounts under the Existing Facilities (including all fees, costs and expenses payable thereunder), other than any Existing Facilities which are Existing Ancillary Facilities and which are intended by the parties to form Ancillary Facilities for the purposes of this Agreement, on or before the Closing Date executed by the parties thereto; and (ii) pay-off and security release (including all relevant local law release) documents and any notifications, filings or registrations required to be made in connection with the releases. (o) A letter from the Company specifying the Mandatory Prepayment Account including details of such account name, account number and the name and address of the bank where such account is held. (p) A copy of the constitutional documents of the British International School Bratislava s.r.o. (the “Slovak Company”). (q) A copy of the resolution of the sole shareholder of the Slovak Company: (i) approving the effective division of the existing shareholding interest of Nord Anglia Education Limited in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the Slovak Company’s registered capital in the amount of EUR 6,639 to two separate shareholding interests, one of which shall be transferred to NA Schools Limited; (ii) amending the Foundation Deed of the Slovak Company so as to allow the transfer of part of the shareholding interest vested in the Slovak Company to NA Schools Limited and to allow establishment of a pledge over the shareholding interest vested in the Slovak Company in favour of the Security Agent; and (iii) amending the articles of association of the Slovak Company to delete the requirements under articles 4.2 and 4.3 of the articles of association. (r) A copy of an up-to-date extract from the commercial register for the Slovak Company not older than three months at the time of submission. (s) Directors’ Certificate of the executives of the Slovak Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement. (t) Confirmation issued by the District Court Bratislava I evidencing that no bankruptcy proceedings, bankruptcy, restructuring proceedings or restructuring have been applied for or commenced in relation to the Slovak Company or terminated due to insufficient assets of the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (u) Confirmation issued by the District Court Bratislava I evidencing that no liquidation has been commenced in relation to the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (v) Evidence of submission of an application to the relevant court maintaining the commercial registry upon which the security established over the ownership interest of Nord Anglia Education Limited in the Slovak Company will be registered. (w) A copy of a per-rollam resolution of the shareholders of the Slovak Company: (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (x) A copy of an agreement on transfer of shareholding interest in the Slovak Company evidencing the effective transfer of the sole shareholder’s shareholding interest in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the registered capital of the Slovak Company in the amount of EUR 750 onto NA Schools Limited, which represent 11.30 per cent of the total registered capital of the Slovak Company and evidence of its delivery to the Slovak Company. (y) An evidence of submission of a complete application to the relevant commercial registry upon which the corporate change under paragraph (x) above will be registered. (z) A certificate of good standing in respect of the Parent. (aa) A copy of the constitutional documents of the English International School of Prague, s.r.o. (the “Czech Company”). (bb) A copy of a resolution of the board of the Czech Company: (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (cc) A certificate of an authorised signatory of the Czech Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Agreement. (dd) The extract from the register of entrepreneurs (rejestr przedsiebiorców) of the National Court Register relating to The British School Sp. z o.o. (ee) Certifications and extracts from the pledges register confirming the assets subject to the Transaction Security Documents governed by Polish law are not encumbered with any registered pledges, except for the registered pledges constituting Permitted Security and established under the Transaction Security Documents governed by Polish law. (ff) Extracts from the register of treasury pledges issued not later than 10 Business Days before the date of the Agreement confirming that the assets subject to the Transaction Security Documents governed by the Polish law are not encumbered with any treasury pledges. (gg) A certified copy of the certificate from the competent tax office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding taxes due from each Borrower issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request. (hh) A certified copy of the certificate from the Polish social security office for the registered office of The British School Sp. z o.o. confirming that there are no outstanding social security premiums due from The British School Sp. z o.o. issued no more than 10 (ten) Business Days prior to the date of the Utilisation Request. (ii) Duly completed and paid applications for the registration of the registered pledges established under the Transaction Security Documents governed by Polish law. (jj) Appointment letter to appoint a sub-security agent residing in an EU or OECD country, stating that for the purposes of the Hungarian security interests, the parallel debt claims are held by the sub-security agent. (kk) Consent of general meeting of English International School Prague, s.r.o. to the creation of the pledges over its shares. (ll) Apostilled excerpt from the commercial register of the Citicorp International Limited and related power of attorney. (mm) Apostilled copy of the certificate of incorporation or equivalent relating to NA Schools Limited. (nn) Apostilled copy of the certificate of incorporation or equivalent relating to Nord International Schools Limited. (oo) Form A to evidence registration of Malaysian guarantee with Foreign Exchange Controller of Malaysia within 7 Business Days before issuance. (pp) Lodgement of Form 34 (as prescribed in Companies Act, 1965 of Malaysia) at Companies Commission of Malaysia. (qq) A copy of a resolution signed by all the holders of the issued shares in NAE Hong Kong Limited, approving the amendment to the articles of association to remove any restrictions on the transfer of shares. (rr) A copy of a resolution signed by all the holders of the issued shares in the Company, approving the amendment to the articles of association to remove any restrictions on the transfer of shares.

  • 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.

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