Further Assurance: General Clause Samples
Further Assurance: General. The covenant set out in Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ shall extend to include the obligations set out in Clause 6.1(B) below.
Further Assurance: General. 19.1 During the period prior to Completion, RB shall use all reasonable endeavours to procure the entering into by the respective parties thereto of such further agreements or documents as shall be necessary to give effect to the transactions as set out in the Step Plan, if and to the extent that such agreements or documents have not have been entered into prior to the date of this Agreement and are envisaged by the Step Plan as occurring prior to Completion.
19.2 RB and Indivior shall each procure the due performance of the obligations of the members of their respective Groups under any agreements entered into or to be entered into by them in connection with the Demerger.
19.3 The parties undertake to co-operate in good faith following Completion to ensure that they and their respective Groups do such acts and things as may reasonably be necessary for the purpose of giving to RB, Indivior and their respective Groups the full benefit of all relevant provisions of this Agreement, the Ancillary Agreements, the Ongoing Agreements and all other agreements entered into in connection with the Demerger.
19.4 The parties shall use all reasonable endeavours following Completion to procure that (and to procure that the members of their respective Groups use all reasonable endeavours to procure that) any necessary third party shall execute such documents and do such acts and things as may reasonably be required for the purpose of giving to Indivior and RB the full benefit of all relevant provisions of this Agreement.
19.5 Without prejudice to any other provision of this Agreement, RB and Indivior undertake to use all reasonable endeavours following Completion to co-operate, and ensure that their respective Groups co-operate, with each other in relation to the conduct of litigation, inquiries from Government or regulatory bodies (including any Tax Authority), investigations or other proceedings of a like nature (an “Investigation”) where:
(A) they have a mutual interest in the Investigation; and
(B) co-operating in such manner would not materially adversely affect any material interest of either of them.
19.6 Nothing in this Agreement shall require any party to act in breach of any provision of the Data Protection Act 1998 (the “DPA”) and any equivalent legislation in any other relevant jurisdiction and each party shall only be required to fulfil its obligations under this Agreement to the extent permissible under the DPA. Without prejudice to the foregoing, neither p...
Further Assurance: General. 5.1.1 The Company shall promptly at its own cost do all such acts and/or execute all such documents (including without limitation assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):
Further Assurance: General. The Chargor shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require) in favour of the Security Agent or its nominee(s):
5.1.1 to perfect the security created or intended to be created in respect of the Charged Property (which may include the execution by the Chargor of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, Charged Property) or for the exercise of the Collateral Rights; and/or
5.1.2 to facilitate the realisation of the Charged Property.
Further Assurance: General. 5.1.1 The Company shall promptly at its own cost do all such acts and/or execute all such documents (including without limitation assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):
(a) to perfect the security created or intended to be created in respect of the Charged Property (which may include, without limitation, the execution by the Company of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, any part of Charged Property) or for the exercise of the Collateral Rights;
(b) to confer on the Security Agent security over any property and assets of the Company located in any jurisdiction outside Hong Kong equivalent or similar to the security intended to be conferred by or pursuant to this Deed; and/or
(c) to facilitate the realisation of the Charged Property.
Further Assurance: General. Each Charging Company shall promptly at its own cost do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require):
6.1.1 to perfect the Security created or intended to be created in respect of the Assets or for the exercise of the rights of the Security Trustee in relation thereto;
6.1.2 to confer on the Security Trustee security over any property and assets of that Charging Company located in any jurisdiction outside England and Wales equivalent or similar to the security intended to be conferred by or pursuant to this Debenture and each mortgage; and/or
6.1.3 whilst an Event of Default is continuing, to facilitate the realisation of the Assets.