Further Assurances; Subsequent Transfers Sample Clauses
The "Further Assurances; Subsequent Transfers" clause requires the parties to take additional actions or execute further documents as necessary to fully implement the agreement's terms. In practice, this means that if any further paperwork, signatures, or formalities are needed after the initial signing—such as transferring ownership of assets or perfecting rights—each party agrees to cooperate and complete those steps. This clause ensures that the intent of the agreement is fully realized and prevents technicalities or omissions from undermining the transaction.
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Further Assurances; Subsequent Transfers. SECTION 7.3.1 Each of Parent and Sub will execute and deliver, and shall cause the members of their respective Group to execute and deliver, such further instruments of conveyance, transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the Plan and the other terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Effective Date, at the reasonable request of Sub and without the payment of any further consideration, Parent will, and will cause the appropriate member of the Parent Group to, execute and deliver to Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Sub may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Sub or a Sub Group member and to confirm Sub's (or such Sub Group member's) title to all of the Contributed Assets, to put Sub in actual possession and operating control thereof and to permit Sub to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and Sub will execute and deliver to Parent all instruments, undertakings or other documents and take such other action as Parent may reasonably deem necessary or desirable in order to have Sub and the other members of the Sub Group fully assume and discharge the Assumed Liabilities and relieve Parent and the members of the Parent Group of any liability or obligations with respect thereto and evidence the same to third parties. Notwithstanding the foregoing, Parent and Sub shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of- pocket expenses and attorneys' fees.
SECTION 7.3.2 Parent and Sub will use their best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses and other rights of any nature whatsoever relating to the Contributed Assets to Sub; provided, however, that Parent shall not be obligated to pay any consideration therefor (except for filing fees and other administrative charges) to the third party from whom such consents, approvals and amendments are requested. In the event and to the extent that Parent is unable to obtain any s...
Further Assurances; Subsequent Transfers. Each of the parties hereto will execute and deliver such further instruments of transfer and distribution and will take such other actions as CRR, CSX or NSC or any of their respective Affiliates may reasonably request, at CRR's, CSX's or NSC's respective expense, in order to fully effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Distribution Date, as CSX, CRR or NSC or any of their respective Affiliates may reasonably request, at CSX's, CRR's or NSC's respective expense, CRR Parent, Green Acquisition, CRR, NSR and CSX will execute and deliver such other instruments of transfer and distribution, and take such action as CSX, CRR or NSC or any of their respective Affiliates may reasonably deem necessary or desirable and in form and substance and upon terms and subject to the conditions acceptable to CSX, CRR or NSC, in order to more effectively transfer, convey and assign to: (i) NYC Newco and PRR Newco and to confirm NYC Newco's or PRR Newco's right, title to or interest in, the NYC Membership Interest and PRR Membership Interest, respectively, (ii) NSC and CSX Rail and CSX Northeast and to confirm NSC's and CSX Rail's and CSX Northeast's right, title to or interest in the PRR Shares and the NYC Shares, respectively, transferred pursuant to this Agreement, (iii) CRC that number of shares of common stock, par value $.01 per share, which represents 99.9% of the then issued and outstanding NYC Shares and PRR Shares and (iv) CRC that number of NYC Newco Debentures and PRR Newco Debentures in a combined aggregate principal amount equal to the aggregate principal amount of Debentures tendered in the Exchange Offer (subject to Section 2.4 and to the treatment of fractional interests, with NYC Newco Debentures equal to 42% and PRR Newco Debentures equal to 58% of such combined aggregate principal amount).
Further Assurances; Subsequent Transfers. From time to time, each of the Parties hereto will execute and deliver such further instruments and will take such other actions as Tandy, on the one hand, or ▇▇▇▇▇▇▇▇, on the other hand, may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Closing Date, (a) at the request of Tandy, ▇▇▇▇▇▇▇▇ will execute and deliver such other instruments of transfer, and take such action as Tandy may reasonably deem necessary in order to effectively transfer, convey and assign to Tandy all of the Acquired Assets, to put Tandy in actual possession and operating control thereof (which excludes physically moving or delivery of any Acquired Assets) and to permit Tandy to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and to properly assume and discharge the related Assumed Liabilities, and (b) at the request of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ will execute and deliver such other instruments and agreements, and take such action, as ▇▇▇▇▇▇▇▇ may reasonably deem necessary in order ensure that Tandy has assumed from ▇▇▇▇▇▇▇▇ all of the Assumed Liabilities and to confirm ▇▇▇▇▇▇▇▇’ right, title and interest in and to the Retained Assets.
Further Assurances; Subsequent Transfers. Each of IGC ---------------------------------------- and ACPT will execute and deliver such further agreements, notes and instruments of transfer and assignment and will take such other actions as each of them may reasonably request of the other in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Notwithstanding the foregoing, IGC and ACPT shall not be obligated, in connection with the foregoing, to expend monies other than reasonable out-of-pocket expenses and attorneys' fees.
Further Assurances; Subsequent Transfers. Each of the parties hereto will execute and deliver such further instruments of transfer and distribution and will take such other actions as any party hereto may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof.
Further Assurances; Subsequent Transfers. From time to time, each of the parties hereto will execute and deliver such further instruments and will take such other actions as Elan-Polo, on the one hand, or Daniel Green, on the other hand, may reasonably request in order ▇▇ ▇▇▇▇▇▇▇▇▇e the purposes of this Agreement and to carry out the terms hereof; provided, however, that Elan-Polo shall not agree to amend or otherwise modify any contract constituting a part of the Acquired Assets in connection with the obtaining of any such consent in any manner which would place any additional restraints or requirements on Daniel Green or Elan-Polo or which would increase any of the paym▇▇▇▇ ▇▇ ▇▇ ▇ade by Daniel Green thereunder without the written consent of Daniel Gre▇▇. ▇▇▇▇▇▇▇ limiting the generality of the foregoing, at ▇▇▇ ▇▇▇▇ ▇▇▇ from time to time after the Closing Date, (i) at the request of Elan-Polo, Daniel Green will execute and deliver such other instruments of tr▇▇▇▇▇▇, ▇▇▇ take such action as Elan-Polo may reasonably deem necessary in order to effectively transfer, convey and assign to Elan-Polo all of the Acquired Assets, to put Elan-Polo in actual possession and operating control thereof and to permit Elan-Polo to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained) and to properly assume and discharge the related Assumed Liabilities, and (ii) at the request of Daniel Green, Elan-Polo will execute and deliver such other instrum▇▇▇▇ ▇▇▇ ▇▇▇eements, and take such action, as Daniel Green may reasonably deem necessary in order ensure that El▇▇-▇▇▇▇ ▇▇▇ assumed from Daniel Green all of the Assumed Liabilities and to confirm Daniel ▇▇▇▇▇'▇ ▇▇▇▇t, title and interest in and to the Retained Asse▇▇.
Further Assurances; Subsequent Transfers. (a) Each of Great Lakes and Octel shall execute and deliver such further instruments of conveyance, transfer and assignment and shall take such other actions as each of them may reasonably request of the other, both before and after the Distribution Date, in order to effectuate the purposes of this Agreement and to carry out the terms hereof. Without limiting the generality of the foregoing, at any time and from time to time after the Distribution Date, at the request of Octel and without further consideration, Great Lakes shall execute and
Further Assurances; Subsequent Transfers. The Seller and the Buyer shall execute and deliver such further instruments of conveyance, transfer and assignment and shall take, or cause to be taken, such other actions as either of them may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the terms hereof and thereof. Without limiting the generality of the foregoing, at any time and from time to time after the Closing Date, at the request of the Buyer and without further consideration therefor, the Seller shall execute and deliver to Buyer such other instruments of transfer, conveyance, assignment and confirmation and shall take such action as the Buyer may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Buyer and to confirm the Buyer's title to any Purchased Assets, to put the Buyer in actual possession and operating control thereof and to permit the Buyer to exercise all rights with respect thereto. In addition, at the request of the Seller and without further consideration therefor, the Buyer shall execute and deliver to the Seller all instruments, undertakings or other documents and shall take such other action as the Seller may reasonably deem necessary or desirable in order to cause the Buyer to properly assume and discharge the Assumed Liabilities and to relieve the Seller of any liability with respect thereto and to evidence the same to third parties.
Further Assurances; Subsequent Transfers. (a) Seller and Buyer shall execute and deliver such further instruments of conveyance, transfer and assignment and shall take such other actions as a Party may reasonably request of the other in order to effectuate the purposes of this Agreement and the Ancillary Agreements and to carry out the terms hereof and thereof. After the Closing, if for any reason Seller does not or is unable to execute such further documents as are necessary or required to be executed by Seller hereunder within ten (10) business days of Buyer’s written request, Seller hereby irrevocably appoints Buyer as its attorney in fact (which appointment is coupled with an interest) to execute and deliver such assignments, applications or other instruments as shall be necessary to effectuate the purposes of this Agreement and the Ancillary Agreements and to protect and vest title in and to the Acquired Assets. Notwithstanding anything to the contrary in this Agreement, the power of attorney granted by the preceding sentence shall terminate no later than the fifth-year anniversary of the Closing Date.
(b) Beginning on the date hereof and ending 180 days following the Closing Date, each Party, at its own expense, shall use commercially reasonable efforts to obtain any Consent required to assign the Non-Assignable Assets to Buyer; provided that neither Seller nor Buyer will be obligated to pay any consideration (except for de minimis filing fees or other administrative charges) to any third party from whom such Consents are sought. If and to the extent that the Parties are unable to obtain any such required Consent through the use of commercially reasonable methods, unless prohibited by applicable Law or the terms hereof, (i) Seller shall continue to be bound by the terms of such Non-Assignable Assets; and
Further Assurances; Subsequent Transfers