Mutual Assurances Clause Samples

Mutual Assurances. Subject to the terms of this Agreement, each Party will use reasonable commercial efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including (a) cooperation in determining whether any action, approval, or waiver by or in respect of, or filing with, any Governmental Authority is required in connection with the consummation of the transactions contemplated by this Agreement; (b) cooperation in seeking and obtaining any such actions, approvals, waivers, or filings; and (c) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.

Mutual Assurances. The Parties hereto hereby mutually affirm and warrant to the other that they are unaware of any asserted or unasserted claims, causes of action or lawsuits against or by either party against the other, and as set forth elsewhere in this Agreement, do hereby mutually release and hold each other harmless from any such claims that may now exist or subsequently arise.

Mutual Assurances. Thermo Electron and Viasys agree to cooperate with respect to the implementation of this Agreement and the Ancillary Agreements and to execute such further documents and instruments as may be necessary to confirm the transactions contemplated hereby. Such cooperation may include joint meetings with corporate partners, suppliers, customers and others to assure the orderly transition of the business and assets contemplated hereby; provided, however, that nothing herein shall be deemed to obligate either Thermo Electron or Viasys to take any action or reach any understandings which may violate any applicable laws. Pursuant to the Tax Matters Agreement, Thermo Electron and Viasys agree that they will not take any action inconsistent with the facts and representations set forth in the Private Letter Ruling Request and the IRS Ruling and will use their reasonable efforts to cause such facts to remain true and correct and, if either Thermo Electron or Viasys shall take any such inconsistent action, or fail to use such reasonable efforts, it will indemnify the other party for any expense or Liability incurred as a consequence thereof. Thermo Electron and Viasys also agree that the Distribution is intended to qualify under Section 355 of the Code, and that the characterization of the transactions contemplated hereunder for tax purposes and the liability of the parties for taxes shall be governed by the Tax Matters Agreement. Except as otherwise specifically provided herein or as agreed between the parties from time to time, Thermo Electron and Viasys shall bear their own expenses associated with the Distribution.

Mutual Assurances. The Parties agree that once a year prior to the end of February the Board, the PARD Director and staff, and representatives of the Developer will meet in order to review the audited financials of the City and the District with respect to capital, operation and maintenance expenditures and income related to the then-existing OCMPGC Improvements. The Parties at that time also shall discuss the efficacy of the past year’s use of funds and improvements that could be considered for the upcoming year. If the Parties conclude that District tax revenues that have been budgeted for maintenance within the OCMPGC were not necessary or used for operation and maintenance in the OCMPGC, the funds shall be returned promptly to the District or reallocated to the coming year’s budget. The Parties acknowledge that the District’s obligations in the OCMPGC do not begin unless and until, 1) improvements are made that have been agreed to by the Parties; 2) the improvements can be maintained by the District’s funding sources; and 3) the improvements are in the Master Park Plan or a properly approved amendment thereto.

Mutual Assurances. The Company and the Noteholders hereby covenant to one another to use their commercially reasonable best efforts, as expeditiously as possible and during the term of this Agreement, to perform their respective obligations under this Agreement and take such actions as may be reasonably necessary under this Agreement to consummate the Exchange. The parties further agree to take such other actions as are reasonably necessary and appropriate to carry out the foregoing and to effectuate the Exchange and evidence the Noteholders’ support of the Exchange and the Amendment including, but not limited to, the execution and delivery of any transmittal letters, written consents or other similar documents containing customary terms and provisions.

Mutual Assurances. Allergan and ASTI agree to cooperate with respect to the implementation of the Allergan/ASTI Agreements and to execute such further documents and instruments as may be necessary to confirm the transactions contemplated thereby.

Mutual Assurances. (a) In addition to the actions specifically provided for elsewhere in this Agreement or any other agreement or document contemplated by this Agreement or otherwise, Penford and Penwest agree to cooperate with respect to the implementation of this Agreement or any other agreement or document contemplated by this Agreement or otherwise, and to execute such further documents and instruments as may be necessary to consummate and make effective the transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise; (b) Penford and Penwest shall arrange, attend and participate in joint meetings with corporate collaborators, suppliers, customers and others to the extent necessary to assure the orderly transition of the business and assets contemplated hereby, provided that nothing herein shall be deemed to obligate either Penford or Penwest to take any action or reach any understandings which may violate any applicable laws. (c) Penford and Penwest agree to take any reasonable actions necessary in order for the Distribution to qualify as a tax-free distribution pursuant to Sections 355 and 368 of the Code. (d) Penford and Penwest agree that they shall not take any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Sections 355 and 368 of the Code or any other transaction contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise which is intended by the parties to be tax-free from failing so to qualify. Without limiting the foregoing, after the Closing Date and on or prior to the Distribution Date, Penwest shall not issue or grant, directly or indirectly, any shares of Penwest Common Stock or any rights, warrants, options or other securities to purchase or acquire (whether upon conversion, exchange or otherwise) any shares of Penwest Common Stock (whether or not then exercisable, convertible or exchangeable).

Mutual Assurances. Chronimed and MGI agree to cooperate with respect to the implementation of this Agreement and the Ancillary Agreements and to execute such further documents and instruments as may be necessary to confirm the transactions contemplated hereby. Such cooperation may include joint meetings with corporate partners, suppliers, customers and others to the extent necessary to assure the orderly transition of the business and assets contemplated hereby; provided, however, that nothing herein shall be deemed to obligate either Chronimed or MGI to take any action or reach any understandings which may violate any applicable laws.

Mutual Assurances. Parent, the Company and Offshore agree to cooperate with respect to the Contribution and the Rights Offering and to execute such further documents and instruments as may be necessary to effect the transactions contemplated thereby.