Further Assistance and Assurances. Sellers shall, at any time and from time to time, promptly, upon the reasonable request of Buyer, execute, acknowledge, deliver or perform, all such further acts, deeds, assignments, transfers, conveyances, and assurances as may be required for the better vesting and conferring to Buyer of title in and to the Purchased Assets and to effect the transactions contemplated by this Agreement. Buyer shall, at any time and from time to time, promptly, upon the reasonable request of Sellers, execute, acknowledge, deliver or perform, all such further acts, deeds, assumption agreements, transfers and assurances as may be required for the full assumption and transfer to Buyer of the Assumed Liabilities and to effect the transactions contemplated by this Agreement. Each party agrees that if it receives any payment or amount after the Closing Date to which another party is entitled, the recipient shall promptly transfer such payment or amount to the party so entitled. At the Effective Time, the Sellers shall, and Parent shall cause the Selling Companies to, transfer and deliver possession and control of the ALSS Platform to Buyer, including all copies of source code and documentation and physical and electronic access to all systems.
Further Assistance and Assurances. 22 3.14 Mortgage Pools..............................................23 3.15
Further Assistance and Assurances. Seller shall, at any time and from time to time, promptly, upon the reasonable request of Purchaser, execute, acknowledge, deliver or perform, all such further acts, deeds, assignments, transfers, conveyances, and assurances as may be required for the better vesting and conferring to Purchaser of title in and to the Servicing Portfolio and other Purchased Assets, to effect the transactions contemplated by this Agreement or to enable Purchaser to service the Mortgage Loans. In addition, Seller agrees that, to the extent Seller or Purchaser becomes aware that any right or asset of Seller that Purchaser was not aware of prior to the Effective Date and that is (i) primarily used in the Acquired Business, (ii) not included in the Purchased Assets and continues to be owned by Seller and (iii) reasonably believed by Purchaser to be needed by it for its conduct of the respective Acquired Business, Seller shall transfer, convey and assign such asset or right to Purchaser. In the event that, after the Closing, Seller becomes aware of any liability or obligation of Seller that is not an Assumed Liability but which relates to any asset that is a Purchased Asset, then upon notice from Seller to Purchaser, Seller and Purchaser shall negotiate in good faith with respect to the assumption of the liability or obligation by Purchaser, the transfer of the asset back to Seller, or such other mutually agreeable resolution with respect to the liability or obligation.
Further Assistance and Assurances. The Assignors and Assignee shall, at any time and from time to time, promptly, upon the reasonable request of the other party, execute, acknowledge, deliver or perform all such further acts, deeds, assignments, transfers, conveyances and assurances as are reasonably necessary to effectuate the purposes of this Agreement or as may be required for the better vesting or conferring to Purchaser of title in and to the Seller Owned Intellectual Property.
Further Assistance and Assurances. The Seller shall, at any time and from time to time (including, for the avoidance of doubt, following the Closing), promptly, upon the reasonable request of the Purchaser Parties, execute, acknowledge, deliver or perform all such further acts, deeds, assignments, transfers, conveyances and assurances as are reasonably necessary to effectuate the purposes of this Agreement or as may be required for the better vesting or conferring to the Purchaser of title in and to the Shares and the Purchased Assets and to effect the Transactions and the other transactions contemplated by Transaction Documents. The Purchaser Parties shall, at any time and from time to time (including, for the avoidance of doubt, following the Closing), promptly, upon the reasonable request of the Seller, execute, acknowledge, deliver or perform all such further acts, deeds, assumption agreements, transfers and assurances as are reasonably necessary to effectuate the purposes of this Agreement or as may be required for the full assumption and transfer to the Purchaser of the Assumed Liabilities and to effect the Transactions. Each Party agrees that if it receives any payment or amount after the Closing Date to which another Party is entitled, the recipient shall promptly transfer such payment or amount to the Party so entitled.
Further Assistance and Assurances. 15. Each of the Parties shall from time to time execute and deliver all such further documents and instruments and do all acts and things as any other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Deed of Settlement.
Further Assistance and Assurances. The Sellers shall, at any time and from time to time (including, for the avoidance of doubt, following the Closing), promptly, upon the reasonable request of Purchaser, execute, acknowledge, deliver or perform all such further acts, deeds, assignments, transfers, conveyances and assurances as are reasonably necessary to effectuate the purposes of this Agreement or as may be required for the better vesting or conferring to Purchaser of title in and to the Purchased Assets and to effect the Transactions. Purchaser shall, at any time and from time to time (including, for the avoidance of doubt, following the Closing), promptly, upon the reasonable request of the Sellers, execute, acknowledge, deliver or perform all such further acts, deeds, assumption agreements, transfers and assurances as are reasonably necessary to effectuate the purposes of this Agreement or as may be required for the full assumption and transfer to Purchaser of the Assumed Liabilities and to effect the Transactions. Each Party agrees that if it receives any payment or amount after the Closing Date to which another Party is entitled, the recipient shall promptly transfer such payment or amount to the Party so entitled.
Further Assistance and Assurances. The Assignors and Assignee shall, at any time and from time to time, promptly, upon the reasonable request of the other party, execute, acknowledge, deliver or perform all such further acts, deeds, assignments, transfers, conveyances and assurances as are reasonably necessary to effectuate the purposes of this Assignment.
Further Assistance and Assurances. The Sellers shall, at any time and from time to time (including, for the avoidance of doubt, following the Closing), promptly, upon the reasonable request of the Purchaser, execute, acknowledge, deliver or perform all such further acts, deeds, assignments, transfers, conveyances and assurances as are reasonably necessary to effectuate the purposes of this Agreement or as may be required for the better vesting or conferring to the Purchaser of title in and to the Shares and to effect the Transaction and the other transactions contemplated by the Transaction Documents. The Purchaser shall, at any time and from time to time, promptly, upon the reasonable request of the Sellers (including, for the avoidance of doubt, reasonable requests by either Seller following the Closing), execute, acknowledge, deliver or perform all such further acts, deeds, assumption agreements, transfers and assurances as are reasonably necessary to effectuate the purposes of this Agreement and to effect the Transaction. Each Party agrees that if it receives any payment or amount after the Closing Date to which another Party is entitled, the recipient shall promptly transfer such payment or amount to the Party so entitled.
Further Assistance and Assurances. Employee shall, both during and after his/her employment by Company, at the expense of Company, perform all lawful acts requested by, or on behalf of, Company to enable Company to obtain, perfect, sustain, and enforce its ownership interest in any Development(s) in accordance with this Section and to obtain and maintain patents, copyrights and other Intellectual Property rights for such Development(s) throughout the world.
