Common use of Additional Documents and Further Assurances Clause in Contracts

Additional Documents and Further Assurances. At any time or from time to time after the Closing, at the request of Buyer and without any further consideration, Seller and any of its Subsidiaries, as the case may require, shall (i) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) provide such materials and information; (iii) assign such additional Contracts of Seller as reasonably requested by Buyer, including those Contracts set forth on Schedule 2.5, to provide Buyer with the reasonably anticipated benefits of the Acquired Assets, subject to any required third-party consents, which Seller shall be responsible for obtaining, provided such Contracts have not been terminated by Seller, and (iv) take such other actions as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey, and assign to Buyer and to confirm its title to all of the Acquired Assets, free and clear of any and all Liens, and, to the fullest extent permitted by Law, to put Buyer in actual possession and operating control of each of the Acquired Assets and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller and any of its Subsidiaries to fulfill their obligations under this Agreement and the Collateral Agreements. To the extent that any of the deliveries to Buyer at Closing set forth in Section 3.3 are waived by Buyer, Seller shall use commercially reasonable best efforts to deliver such items following the Closing

Additional Documents and Further Assurances. Each party hereto, at the request and expense of the other party hereto, shall use all reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the Acquisition and make effective the other transactions contemplated by this Agreement in accordance with the terms hereof. Each further agrees that it shall, and shall cause each of its affiliates to, from time to time, execute and deliver to the other such additional instruments, documents, conveyances or assurances and take such other action as shall be necessary or otherwise reasonably requested to confirm and assure the rights and obligations of Buyer to the Transferred Assets as provided for in this Agreement, and effectively to vest in Buyer beneficial and record title to the Transferred Assets. At any time or and from time to time after the Closing, at the Buyer's request of Buyer and without any further consideration, Seller and any of its Subsidiaries, as the case may require, shall (i) promptly execute and deliver (or shall cause to Buyer be executed and delivered) such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) provide such materials and information; (iii) assign such additional Contracts of Seller as reasonably requested by Buyer, including those Contracts set forth on Schedule 2.5, to provide Buyer with the reasonably anticipated benefits of the Acquired Assets, subject to any required third-party consents, which Seller shall be responsible for obtaining, provided such Contracts have not been terminated by Seller, and (iv) take all such other actions action as Buyer may reasonably deem necessary or desirable in order more effectively request to effect the transfer, convey, conveyance and assign to Buyer and to confirm its title to all assignment of the Acquired AssetsTransferred Assets to Buyer, free and clear of any and all Liens, and, to the fullest extent permitted by Law, to put Buyer in actual possession and operating control of each of the Acquired Assets and to assist Buyer in exercising all rights with respect thereto, to the Transferred Assets and otherwise to cause carry out the full purpose and intent of this Agreement, provided, however, that Buyer shall be responsible for any and all incidental or of pocket fees or costs incurred by Seller and any of its Subsidiaries to fulfill their obligations under this Agreement and the Collateral Agreements. To the extent that any of the deliveries to Buyer at Closing set forth in Section 3.3 are waived by Buyer, Seller shall use commercially reasonable best efforts to deliver such items following the Closingas a result.

Additional Documents and Further Assurances. (a) At any time or from time to time after the date of this Agreement, at the request of Buyer and without any further consideration, Seller and its Subsidiaries agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Buyer in doing, all things necessary, proper or advisable to satisfy the conditions to closing set forth in Article 8 hereof. (b) At any time or from time to time after the Closing, at the request of Buyer and without any further consideration, Seller and any of its Subsidiaries, as the case may require, Subsidiaries shall (i) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) provide such materials and information; (iii) assign such additional Seller Contracts of Seller as reasonably requested by Buyer, including those Contracts set forth on Schedule 2.5, Buyer to provide Buyer with the reasonably anticipated benefits of the Acquired Assets, subject to any required third-third party consents, which Seller Buyer shall be responsible for obtaining, provided such Contracts have not been terminated by Seller, and (iv) take such other actions actions, as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey, and assign to Buyer and to confirm its title to all of the Acquired Assets, free and clear of any and all Liens, and, to the fullest extent permitted by Law, to put Buyer in actual possession and operating control of each of the Acquired Assets and to assist Buyer in exercising all rights with respect thereto, and otherwise to cause Seller and any of its Subsidiaries to fulfill their obligations under this Agreement and the Collateral Agreements. To the extent that any of the deliveries to Buyer at Closing set forth in Section 3.3 are waived by Buyer, Seller and its Subsidiaries shall use commercially reasonable best efforts to deliver such items following the Closing.

Additional Documents and Further Assurances. Each party hereto, at the request and expense of the other party hereto, shall use all reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the Acquisition and make effective the other transactions contemplated by this Agreement in accordance with the terms hereof. Each further agrees that it shall, and shall cause each of its affiliates to, from time to time, execute and deliver to the other such additional instruments, documents, conveyances or assurances and take such other action as shall be necessary or otherwise reasonably requested to confirm and assure the rights and obligations of Buyer to the Transferred Assets as provided for in this Agreement, and effectively to vest in Buyer beneficial and record title to the Transferred Assets, and to put Buyer in actual possession and operating control of such Assets. At any time or and from time to time after the Closing, at the Buyer's request of Buyer and without any further consideration, Seller and any of its Subsidiaries, as the case may require, Sellers shall (i) promptly execute and deliver (or shall cause to Buyer be executed and delivered) such other instruments of sale, transfer, conveyance, assignment and confirmation; (ii) provide such materials and information; (iii) assign such additional Contracts of Seller as reasonably requested by Buyer, including those Contracts set forth on Schedule 2.5, to provide Buyer with the reasonably anticipated benefits of the Acquired Assets, subject to any required third-party consents, which Seller shall be responsible for obtaining, provided such Contracts have not been terminated by Seller, and (iv) take all such other actions action as Buyer may reasonably deem necessary or desirable in order more effectively request to effect the transfer, convey, conveyance and assign to Buyer and to confirm its title to all assignment of the Acquired AssetsTransferred Assets to Buyer, free and clear of any and all Liens, and, to the fullest extent permitted by Law, to put Buyer in actual possession and operating control of each of the Acquired Assets and to assist Buyer in exercising all rights with respect thereto, to the Transferred Assets and otherwise to cause Seller carry out the full purpose and intent of this Agreement, provided, however, that Buyer shall be responsible for any and all incidental or of its Subsidiaries to fulfill their obligations under this Agreement and the Collateral Agreements. To the extent that any of the deliveries to Buyer at Closing set forth in Section 3.3 are waived pocket fees or costs incurred by Buyer, Seller shall use commercially reasonable best efforts to deliver such items following the ClosingSellers as a result.