Common use of General Clause in Contracts

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle V).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 below5).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 below10).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowtherefor).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section Article 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 Article 8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will Party shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)8).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under or such further action is required pursuant to Section 7 below2.6).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 10 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)8).

General. In case the event that at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 Article 6 below).

General. In case at any time after the any Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, request all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 (S) 8 below).

General. In case at any time after the Closing If any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 below6).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party party reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor therefore under Section 7 belowArticle VIII).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Article 8).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 belowArticle V).

General. In case at any time after the Closing closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below7).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 5 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle VIII).

General. In case at any time after the Closing any further reasonable action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In case If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor with respect to such matter under Section 7 belowSections 5.3 or Article 6 or the Party receiving such request was required to perform such action prior to or following the Closing and did not).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 as set forth below).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party party reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 below11).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 'SS'.5 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case If at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party parties reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 below)8).

General. In case at any time after the Closing any further action is actions are necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In The parties hereto agree in case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties hereto will take such further action (including the execution and delivery of such further instruments and documents) as any other Party party hereto reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 below12).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 Article X below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 SECTION 8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party party reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 below10).

General. In case at any time after the Closing closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 below)8).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Reorganization Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 9 below).

General. In case at any time after the Closing any further action is actions are necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any the other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 Article 8 below).

General. In case at any time after the Closing any further action is actions are necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any the other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 §8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party Parties reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle VIII).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)SECTION 8).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 Article 6 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will Party shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle IX).

General. In case at any time after the Closing any further reasonable action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party or their counsel may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 9 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will use commercially reasonable efforts to take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, request all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section (S) 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including including, the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the requesting Party’s sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)expense.

General. In case at any time after the Closing any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowthis Agreement).

General. In case at any time after the Closing any further ------- action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, request all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 Article XI below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 ss.7 below).

General. In case If at any time after the Closing Completion, any further action is necessary or desirable in order to carry out the purposes of transactions contemplated in this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the such requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.

General. In case at any time after the Closing Date any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowotherwise specified herein).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section SECTION 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below), including but not limited to Sellers directing its auditors to release financial information pertaining to Target.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party Parties reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 belowArticle VIII).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably party may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 Article 6 below).

General. In case at any time If after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party party is entitled to indemnification therefor under Section 7 belowArticle 6). * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below9).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including the execution executing and delivery of delivering such further instruments and documents) as any other Party reasonably may request, all at the requesting Party's sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowARTICLE 9).

General. In case at any time after the Closing any further ------- action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle X hereof).

General. In case the event that at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party Parties reasonably may request, all at the sole cost and expense of the requesting Party (unless the requested Party is already obligated to perform such actions hereunder or the requesting Party is entitled to indemnification therefor under Section 7 belowArticle VI).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, request all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)8).

General. In case at any time after the Closing any further action is actions are necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including the execution executing and delivery of delivering such further instruments and documents) as any other Party reasonably may request, all at the requesting Party’s sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle VI). After the Closing, Parent will be entitled to possession of all documents, books, records, agreements, and financial data of any sort relating to the Acquired Entities.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 8 below).

General. In case at any time after the Closing any further action is actions are necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any the other Party Parties may reasonably may request, all at the sole cost and expense of the requesting Party (unless Party, except to the extent the requesting Party is entitled to indemnification therefor under Section 7 below)8.

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 9 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 §9 below).

General. In case at any time after the Closing any further action ------- is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, request all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 Article XI below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including including, the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the requesting Party’s sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle 9).

General. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party party reasonably may request, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 below10 of this Agreement).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor therefore under Section 7 belowthis Agreement).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 §8 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)therefore pursuant to the Indemnity Agreement annexed hereto.

General. In case the event that at any time after the Closing Date any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowotherwise specified herein).

General. In case at any time after the Closing any further action is necessary or desirable reasonably required to carry out the purposes of this Agreement and give effect to the transactions contemplated by this Agreement, each of the Parties will shall, and shall cause their respective Affiliates to, take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowtherefor).

General. In case If at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties Party will take such further action (including the execution executing and delivery of such delivering any further instruments and documents, obtaining any permits and consents and providing any reasonably requested information) as any other Party may reasonably may request, all at the requesting Party’s sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)expense.

General. In case at any time after the Initial Closing or, if applicable, the Second Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the other Transaction Documents and the transactions contemplated herein or therein, each of the Parties will take take, or cause to be taken, such further action as promptly as practicable (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 belowArticle XI).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party party reasonably may requestrequest for such purpose, all at the sole cost and expense of the requesting Party party (unless the requesting Party party is entitled to indemnification therefor under Section 7 Article 9 below).

General. In case at any time after the Closing any further action is actions are necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 9 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 section 9 below).

General. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will shall take such further action (including the execution and delivery of such further instruments and documents) as any the other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 below)Party.