Common use of Further Assurances and Consents Clause in Contracts

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 Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially its reasonable best 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 of this Agreement and (b) take, or cause to be taken, all actions, and to 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 its reasonable best efforts to obtain any consents and approvals, approvals and to 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 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 thereofParty.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 its 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 party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party 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 party or its Group or the business thereof.

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 the 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 (if applicable) or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereofbusiness.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 its reasonable efforts to obtain any consents and approvals, make any filings and applications and remove any liens, claims, equity or other encumbrance encumbrances on an Asset any asset of the other Party party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party 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 party or its Group or the business thereofbusiness.

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 the 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 Consents. In addition to the ------------------------------- actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 its 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 party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party 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 party or its Group or the business thereof.

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 lawsLaws, 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 provided, that no Party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third 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 Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 to 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, including without limitation, using commercially its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will shall use all 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 to 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 all commercially reasonable efforts to obtain any consents and approvals, approvals and to 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 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, consents or 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 materially and unreasonably burdensome to the Party or party, its Group or its Group's business. The parties agree to enter into and execute such additional Split-Off Documents as may be reasonably necessary, proper or advisable to effect the business thereoftransactions contemplated by this Agreement or the Ancillary Agreements, provided, however, that such additional Split-Off Documents shall not diminish any of the rights granted or increase any of the Liabilities assumed under this Agreement or the Ancillary Agreements.

Further Assurances and Consents. In addition to the ------------------------------- actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 its 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 party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or the business thereof.

Further Assurances and Consents. In addition to the actions ------------------------------- specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 its 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 party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents Governmental Approvals and approvals, Consents and to 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 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 consentsGovernmental Approvals, approvals Consents 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 party or its Group or the business thereofbusiness.

Further Assurances and Consents. In addition to the ------------------------------- actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will shall (i) use commercially reasonable its best 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 to do, or cause to be done, all things reasonably necessary in connection with the prompt and timely preparation of financial statements with respect to periods that include the Distribution Date and any Commission filings relating to the transactions contemplated by this Agreement and (ii) use its reasonable efforts to take, or cause to be taken, all actions, and to 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 limitationbut not limited to, using commercially its reasonable efforts to obtain any consents and approvals, approvals and to 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 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, consents or 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 party, its Group or the business thereofits Group's business.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In Subject to HNC's rights of termination under Section 8.1, in addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents Consents and approvals, to 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 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 Consents 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 party or its Group or the business thereofbusiness.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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, 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, including without limitation, using commercially its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its respective Group or the business thereof.

Further Assurances and Consents. In addition to the actions ------------------------------- specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially its 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 to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 thereofParty.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties 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 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 party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially its reasonable best 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 of this Agreement and (b) take, or cause to be taken, all actions, and to 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 its reasonable best efforts to obtain any consents and approvals, approvals and to 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 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.Party. Section 8.15

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will shall use commercially its reasonable best 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 to 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 its reasonable best efforts to obtain any consents and approvals, approvals and to 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 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, consents or 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 party, its Group or its Group's business. The parties agree to enter into and execute such additional Distribution Documents as may be reasonably necessary, proper or advisable to effect the business thereoftransactions contemplated by this Agreement or the Ancillary Agreements, provided, however that such additional Distribution Documents shall not diminish any of the rights granted or increase any of the Liabilities assumed under this Agreement or the Ancillary Agreements.

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) Each of the parties hereto shall execute and deliver such further instruments of conveyance and documents assignment and shall take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and hereof. (b) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use its reasonable efforts to take, or cause to be taken, all actions, and to 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 6 contemplated by this Agreement, including, without limitation, using commercially its reasonable efforts to obtain any approvals, consents and approvals, assignments and to 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 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 consentsapprovals, approvals consents and amendments assignments 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 party or its Group or the business thereofbusiness. Section 3.04.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 to do, or cause to be done, all things, 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party 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 its 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the ------------------------------- actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.business

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any the other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 provided, that no Party 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 party or its Group or the business thereofbusiness.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable best efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 PROVIDED that no Party 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 party or its Group or the business thereofbusiness.

Further Assurances and Consents. In addition to the ------------------------------- actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents Consents and approvals, to 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 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 Consents 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 party or its Group or the business thereofbusiness.

Further Assurances and Consents. In addition to the ------------------------------- actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any the other Party 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 its reasonable efforts to obtain any consents and approvals, approvals and 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 Agreementapplications; provided that no Party 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions ------------------------------- specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 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 party or its Group or the business thereof.

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as any the other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (bii) take, or cause to be taken, all actions, and to 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 its reasonable efforts to obtain any consents and approvals, approvals and to 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 provided, that no Party 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 party or its Group or the business thereof.business. Section 7.10

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto will shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any the other Party party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and hereof; (b) take, take or cause to be taken, all actions, 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 consent and approvals, approvals and to 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 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 those consents, approvals and amendments are requested required 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 party or the business thereof.. 8.10