Common use of FURTHER DOCUMENTATION OR ACTION Clause in Contracts

FURTHER DOCUMENTATION OR ACTION. At the request of a Party, the other Party or Parties shall execute such reasonably necessary additional instruments and take such reasonably necessary additional actions as are consistent with this Agreement with the requesting Party bearing all costs and expenses related thereto. In addition and from time to time after Closing, Sellers shall execute and deliver such other reasonably necessary instruments of conveyance and transfer, and take such other reasonably necessary actions as Buyer reasonably may request, more effectively to convey and transfer full right, title and interest to, vest in, and place Buyer in legal and actual possession of, the Acquired Assets in a manner consistent with this Agreement with Buyer bearing or reimbursing Sellers for all expenses and costs associated therewith. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Acquired Asset, or assume any Assumed 44 Liability, if the attempted assignment or assumption of the same, as a result of the absence of a consent or authorization of a third party, would constitute a breach or default under any lease, agreement or commitment or would in any way adversely affect the rights, or increase the obligations, of Buyer or Sellers with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or increase the obligations of Sellers or Buyer with respect to any such lease, agreement or commitment, so that Buyer would not, in fact, receive all such rights, or assume the obligations, of Sellers with respect thereto as they exist prior to such attempted assignment or assumption, then Sellers and Buyer shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to both Buyer and Sellers (including, without limitation, sublease, agency, indemnity or payment arrangements and enforcement at the cost and for the benefit of Buyer of any and all rights of Sellers against an involved third party) to provide for Buyer the benefits of such Acquired Asset or to relieve Sellers from the obligations of such Assumed Liability, and any transfer or assignment to Buyer by Sellers of any such Acquired Asset, or any assumption by Buyer of any such Assumed Liability, which shall require such consent or authorization of a third party that is not obtained shall be made subject to such consent or authorization being obtained. Additionally, both Buyer and Sellers shall cooperate and provide reasonable assistance in any payroll transition.

FURTHER DOCUMENTATION OR ACTION. At From time to time, at the request of either party, whether on or after the Closing, without further consideration, either party, at its expense and within a Party, the other Party or Parties shall execute such reasonably necessary additional instruments and take such reasonably necessary additional actions as are consistent with this Agreement with the requesting Party bearing all costs and expenses related thereto. In addition and from time to reasonable amount of time after Closingrequest hereunder is made, Sellers shall execute and deliver such other reasonably necessary further instruments of conveyance assignment and transfer, transfer and take such other action as may be reasonably necessary actions as Buyer reasonably may request, required to more effectively to convey assign and transfer full rightthe Transferred Assets to Buyer, title and interest to, vest in, and place Buyer in legal and actual possession of, deliver or make the Acquired Assets in a manner consistent with payment of the Purchase Price to Seller or any amounts due from one party to the other pursuant to the terms of this Agreement with Buyer bearing or reimbursing Sellers for all expenses and costs associated therewithconfirm Seller's ownership of the Retained Assets or carry out the purposes of any provision of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Acquired Transferred Asset, or assume any Assumed 44 LiabilityObligation, if the attempted assignment or assumption of the same, as a result of the absence of a consent or authorization of a third party, would constitute a breach or default under any lease, agreement or commitment or would in any way adversely affect the rights, or increase the obligations, of Buyer or Sellers Seller with respect thereto; provided, however, that the assignment of any contract, including, without limitation Medicare, Medicaid and similar provider agreements, which may lawfully be made subject to customary conditions subsequent (such as need surveys, evaluations of Buyer or other determinations by the counter parties to such agreements) shall be deemed not to constitute a default under, or in any way adversely affect the rights or increase the obligations of Buyer with respect to, such lease, agreement or commitment, unless the counter party indicates prior to the Closing that such condition or conditions subsequent are not likely to be met. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or increase the obligations of Sellers Seller or Buyer with respect to any such lease, agreement or commitment, so that Buyer would not, in fact, receive all such rights, or assume the obligations, of Sellers Seller with respect thereto as they exist prior to such attempted assignment or assumption, then Sellers Seller and Buyer shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to both Buyer and Sellers Seller (including, without limitation, sublease, agency, indemnity or payment arrangements and enforcement at the cost and for the benefit of Buyer of any and all rights of Sellers Seller against an involved third party) to provide for Buyer the benefits of such Acquired Transferred Asset or to relieve Sellers Seller from the obligations of such Assumed LiabilityObligation, and any transfer or assignment to Buyer by Sellers Seller of any such Acquired Transferred Asset, or any assumption by Buyer of any such Assumed LiabilityObligation, which shall require such consent or authorization of a third party that is not obtained shall be made subject to such consent or authorization being obtained. Additionally, both Buyer and Sellers shall cooperate and provide reasonable assistance in any payroll transition.

FURTHER DOCUMENTATION OR ACTION. At From time to time, at the request of a either Party, whether on or after the other Party or Parties shall execute such reasonably necessary additional instruments Closing, without further consideration, either Party, at its expense and take such reasonably necessary additional actions as are consistent with this Agreement with the requesting Party bearing all costs and expenses related thereto. In addition and from time to within a reasonable amount of time after Closingrequest hereunder is made, Sellers shall execute and deliver such other reasonably necessary further instruments of conveyance assignment and transfer, transfer and take such other action as may be reasonably necessary actions as Buyer reasonably may request, required to assign and transfer more effectively the Transferred Assets to convey and transfer full right, title and interest to, vest in, and place Buyer in legal and actual possession of, the Acquired Assets in a manner consistent with the terms and conditions of this Agreement with Buyer bearing Agreement, deliver or reimbursing Sellers for all expenses and costs associated therewithmake the payment of the Purchase Price to Seller or any amounts due from one Party to the other pursuant to the terms or this Agreement, confirm Seller's ownership of the Retained Assets or otherwise carry out the purposes of any provision of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Acquired Transferred Asset, or assume any Assumed 44 LiabilityObligation, if the attempted assignment or assumption of the same, as a result of the absence of a consent or authorization of a third party, would constitute a breach or default under any lease, agreement or commitment or would in any way adversely affect the rights, or increase the obligations, of Buyer or Sellers Seller with respect thereto; provided, however, that the assignment of any contract, including, without limitation, Medicare, Medicaid and similar provider agreements, which may lawfully be made subject to customary conditions subsequent (such as need surveys, evaluations of Buyer or other determinations by the counter parties to such agreements) shall be deemed not to constitute a default under, or in any way adversely affect the rights or increase the obligations of Buyer with respect to, such lease, agreement or commitment, unless the counter party indicates prior to the Closing that such condition or conditions subsequent are not likely to be met. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or increase the obligations of Sellers Seller or Buyer with respect to any such lease, agreement or commitment, so that Buyer would not, in fact, receive all such rights, or assume the obligations, of Sellers Seller with respect thereto as they exist prior to such attempted assignment or assumption, then Sellers Seller and Buyer shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to both Buyer and Sellers Seller (including, without limitation, sublease, agency, indemnity or payment arrangements and enforcement at the cost and for the benefit of Buyer of any and all rights of Sellers Seller against an involved third party) to provide for Buyer the benefits of such Acquired Transferred Asset or to relieve Sellers Seller from the obligations of such Assumed LiabilityObligation, and any transfer or assignment to Buyer by Sellers Seller of any such Acquired Transferred Asset, or any assumption by Buyer of any such Assumed LiabilityObligation, which shall require such the consent or authorization of a third party that is not obtained shall be made subject to such consent or authorization being obtained. AdditionallyFurthermore, both Seller agrees to continue to use its reasonable best efforts after Closing to assist Buyer in obtaining written confirmation of Buyer's right (i) to continue to obtain heat for the Hospital from the geothermal line underlying the Real Property and Sellers shall cooperate subject to a certain Interlocal Contract, dated as of December 19, 1985 (the "Interlocal Contract"), on the same terms as presently enjoyed by the Hospital; and provide reasonable assistance (ii) to continue to sublease from the Elko County Fair Board (the "Fair Board") a certain parking lot located on 13th Avenue in any payroll transitionElko, Nevada, owned by the City of Elko and leased to the Fair Board, on the same terms as presently enjoyed by the Hospital. Seller acknowledges it has represented to Buyer that it has received verbal consents from all relevant parties to the matters described in the immediately preceding sentence.