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 shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the other party may reasonably request to effectuate the purposes of this Agreement and carry out the terms hereof; (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 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 and to make any filings and applications necessary or desirable to consummate the transactions contemplated by this Agreement; provided that no Party shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom those consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party or the business thereof.

Appears in 5 contracts

Samples: Employee Matters Agreement (Organon & Co.), Employee Matters Agreement (Organon & Co.), Employee Matters Agreement (Baxter International Inc)

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Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the other party may reasonably request in order to effectuate the purposes of this Agreement and carry out the terms 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 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 and to make any filings and applications 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 those consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party party or the business thereof.

Appears in 2 contracts

Samples: Employee Benefits Agreement (Hospira Inc), Employee Benefits Agreement (Hospira Inc)

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the other party Party may reasonably request to effectuate the purposes of this Agreement and carry out the terms hereof; (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 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 and to make any filings and applications necessary or desirable 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 those consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party or the business thereof.

Appears in 2 contracts

Samples: Employee Matters Agreement (Aptevo Therapeutics Inc.), Employee Matters Agreement (Aptevo Therapeutics Inc.)

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto shall will use commercially its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the any other party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof; 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 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 and to make any filings and applications 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 those such consents, approvals and amendments are required requested or to take any action or omit to take any action if the taking of action or the omission to take such action would be unreasonably burdensome to the Party party or its Group or the business thereof.

Appears in 2 contracts

Samples: Intercompany Data Purchase Agreement (Certegy Inc), Intercompany Data Purchase Agreement (Equifax Inc)

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the other party may reasonably request to effectuate the purposes of this Agreement and carry out the terms hereof; (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 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 and to make any filings and applications necessary or desirable 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 those consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party party or the business thereof.

Appears in 1 contract

Samples: Employee Matters Agreement (AbbVie Inc.)

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto shall will use commercially its reasonable efforts to (ai) execute and deliver such further instruments and documents and take such other actions as the any other party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof; 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 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 Consents and to make any filings and applications 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 those consents, approvals such Consents and amendments are required requested or to take any action or omit to take any action if the taking of action or the omission to take such action would be unreasonably burdensome to the Party party or the business thereofits business.

Appears in 1 contract

Samples: Separation Agreement (Mips Technologies Inc)

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Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the other party may reasonably request to effectuate the purposes of this Agreement and carry out the terms hereof; (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 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 and to make any filings and applications necessary or desirable to consummate the transactions contemplated by this Agreement[; provided that no Party shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom those consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party or the business thereof].

Appears in 1 contract

Samples: Employee Matters Agreement (Organon & Co.)

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto shall will use commercially reasonable commercial efforts to (ai) execute and deliver such further instruments and documents and take such other actions as the other party may reasonably request in order to effectuate the purposes of this Agreement and carry out the terms hereof; and (bii) 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 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 consent and approvals and to make any filings and applications 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 fling fees and other similar charges) to any third party from whom those such consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party party or the business thereof.

Appears in 1 contract

Samples: Employee Matters Agreement (Cowen Group, Inc.)

Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties parties hereto shall will use commercially reasonable commercial efforts to (ai) execute and deliver such further instruments and documents and take such other actions as the other party may reasonably request in order to effectuate the purposes of this Agreement and carry out the terms hereof; and (bii) 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 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 consent and approvals and to make any filings and applications 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 those such consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party party or the business thereof.

Appears in 1 contract

Samples: Employee Matters Agreement (Cowen Group, Inc.)

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