Further Xxxxxxxxxx. Each party of this Agreement hereby covenants and agrees, without the necessity of any further consideration, to execute and deliver any and all such further documents and take any and all such other actions as may be reasonably necessary to appropriately carry out the intent and purposes of this Agreement and the Documents and the transactions contemplated hereby and thereby. Each party will use its good faith efforts to carry out and comply with the provisions of this Agreement.
Further Xxxxxxxxxx. Xx any time, and from time to time, each Party will execute such additional instruments and take such action as may be reasonably requested by the other Party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.
Further Xxxxxxxxxx. Xxx hereby agree, at the request of the University, its successor-in-interest, or assignee, to provide any assistance and to execute, verify and deliver such documents and perform such other acts as may be reasonably necessary, as determined in the University’s sole discretion, to (a) obtain, perfect, evidence, sustain and enforce the intellectual property rights associated with the University Property and the assignment thereof to the University pursuant to Section 3 and (b) record and give effect to the waiver of rights referred to in Sections 4 and 6. Your obligation to assist the University as contained herein shall continue beyond the expiration or termination of this Agreement. If the University is unable for any reason, after reasonable effort, to secure Your signature on any document needed in connection with the actions specified herein, You hereby irrevocably designate and appoint the University, including its successors-in- interest and assignees, and its/ their duly authorized officers and agents as Your agent and attorney in fact, which appointment is coupled with an interest, to act for and in Your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section with the same legal force and effect as if executed by You. The University will reimburse any reasonable out-of-pocket expenses incurred by You attributable to the assistance provided by You specifically related to the University’s request under this Section.
Further Xxxxxxxxxx. Xx the extent required under the Collateral and Guarantee Requirement, promptly following reasonable written request from Agent, Loan Parties shall deliver such instruments, assignments, supplements, title certificates, or Loan Documents or agreements, and shall take such actions, as Agent deems reasonably necessary under Applicable Law to evidence or perfect, preserve and protect its Lien on any Collateral, or otherwise to give effect to the intent of this Section 7, in each instance subject to the Term Debt Intercreditor Agreement and the Collateral and Guarantee Requirement. Each Loan Party authorizes Agent to file in any relevant jurisdiction any financing statement and any amendments thereto that indicates the Collateral as “all assets” or “all personal property” of such Loan Party, or words to similar effect. To the extent consistent with the Collateral and Guarantee Requirement, each Loan Party hereby further authorizes Agent to file filings with the USPTO and USCO (or any successor office or any similar office) or other necessary documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Loan Party hereunder in any Intellectual Property, without the signature of such Loan Party, and naming such Loan Party, as debtor, and Agent, as secured party.
Further Xxxxxxxxxx. Foxxxxxxx xxx execution of this Agreement, Dr. Crowder, Dr. Feldman, Orthodontic Entity, the XXX, xxx Xubxxxxxxx xxd OMEGA each agrees:
i. to deliver such other instruments of title, certificates, consents, endorsements, assignments, assumptions and other documents or instruments, in form reasonably acceptable to the party requesting the same and its counsel, as may be reasonably necessary to carry out and/or to comply with the terms of this Agreement, and the transactions contemplated herein;
ii. to confer on a regular basis with the other, report on material operational matters and promptly advise the other orally or in writing of any change or event resulting in or which, insofar as can reasonably be foreseen could result in, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; and
iii. to provide the other (or its counsel) promptly with copies of all filings made by such party with any state or federal governmental entity in connection with this Agreement or the transactions contemplated hereby.
Further Xxxxxxxxxx. Xxx parties agree
(a) to fxxxxxx xxxx xxquest to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request as necessary for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions.
Further Xxxxxxxxxx. Xx any time, and from time to time, after the -------------------- Closing Date, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.
