Further Assurances and Approvals Clause Samples

The "Further Assurances and Approvals" clause requires the parties to cooperate and take any additional actions or provide necessary documents to fully implement the agreement's terms. In practice, this means that if a situation arises where extra signatures, consents, or paperwork are needed to complete a transaction or fulfill an obligation, both parties are obligated to provide reasonable assistance. This clause ensures that the agreement can be effectively carried out and prevents either party from withholding cooperation that could hinder the contract's execution.
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Further Assurances and Approvals. The parties agree to make, do, execute, endorse, acknowledge and deliver or cause and procure to be made, done, executed, endorsed, acknowledged, filed, registered and delivered any and all further acts and assurances including any conveyance, deed, transfer, assignment, share certificate or other instrument in writing as may be necessary to give effect to the terms and conditions provided for and contemplated by this Agreement. The parties further agree that where any term, warranty, representation, option or condition provided for or contemplated by this Agreement requires prior regulatory or shareholder approval to give effect to such term, warranty, representation, option or condition, the parties shall not enforce such term, warranty, representation, option or condition unless and until such approval is obtained.
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Further Assurances and Approvals. From time to time, as and when requested by any Party, the Parties shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as reasonably necessary to carry out the intent and accomplish the purposes of this Agreement and, subject to the conditions of this Agreement, the consummation of the transactions contemplated hereunder.
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Further Assurances and Approvals. (a) Seller will at any time and from time to time after the Closing Date and for no further consideration, upon the request of Buyer, execute, acknowledge, deliver and file, or cause to be done, executed, acknowledged, delivered or filed, all such further acts, deeds, transfers, conveyances, assignments or assurances as may be reasonably required for the better transferring, conveying, assigning, assuring and vesting to and in Buyer, or for the aiding and assisting in the reducing to possession by Buyer of, Seller’s right, title and interest in and to any of the Purchased Assets or Assumed Liabilities, or as may otherwise be necessary to carry out the purposes of this Agreement and the Related Documents and the consummation of the Contemplated Transactions (including transferring (or upon Buyer’s request, providing Buyer or its Affiliates with access to the premises or systems of Seller to so transfer), at no additional cost to Buyer, ▇▇▇▇▇▇’s right, title and interest in and to any Purchased Asset or Assumed Liability contemplated by this Agreement to be transferred to Buyer at the Closing and that was not so transferred at the Closing). (b) If, after the Closing, Buyer or any of its Affiliates possesses any Excluded Asset, Buyer will, or will cause its Affiliates to, transfer such asset to Seller at no cost to Seller. If, after the Closing, Seller or any of its Affiliates possesses any Purchased Asset, Seller will, or will cause its Affiliates to, transfer such asset to Buyer at no cost to Buyer. (c) From and after the Closing, Seller will refer all inquiries and other communications (whether written or oral) in respect of the Business to Buyer, and will promptly inform Buyer of such inquiries and communications. At Buyer’s request, Seller will reasonably cooperate with ▇▇▇▇▇ to facilitate ▇▇▇▇▇’s communication with such Person’s inquiry or other communication in respect of the Business.
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Further Assurances and Approvals 
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Related to Further Assurances and Approvals

  • Further Assurances and Consents In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain any consents and approvals, make any filings and applications and remove any liens, claims, equity or other encumbrance on an Asset of the other Party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the Party or its Group or the business thereof.

  • Further Assurances and Actions Each Party, upon the request of the other Party, without further consideration, will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney, instruments and assurances as may be reasonably necessary to effect complete consummation of the transactions contemplated by this Agreement, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. The Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

  • 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 Assurances, etc The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, ▇▇▇▇ conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.