Further Assurances and Cooperation Clause Samples

Further Assurances and Cooperation. Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.

Further Assurances and Cooperation. Each Party agrees to execute and deliver to the other Party such other instruments, documents, and statements, including without limitation, instruments and documents of recordation, assignment, transfer, conveyance, and clarification and take such other action as may be reasonably necessary or convenient in the discretion of the requesting Party to carry out more effectively the purposes of this Agreement. Unless otherwise provided, no consent or approval provided for in this Agreement may be unreasonably withheld or delayed.

Further Assurances and Cooperation. In addition to Seller’s covenants set forth in Section 8.2, each Party agrees to execute and deliver to the other Party such other instruments, documents, and statements, and to take all other commercially reasonable actions to carry out the purposes hereof.

Further Assurances and Cooperation. (a) The parties agree to (i) furnish to one another other such further information, (ii) execute and deliver to one another such further documents and (iii) do such other acts and things that any party reasonably requests for the purpose of carrying out the intent of this Agreement and the documents and instruments referred to in this Agreement. The Parties acknowledge that TJC may be required to conduct audits of the financial statements of the businesses operated using the Assets, and the Seller and the Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in conducting such audits. For forty-five (45) days following the Closing, Seller and Shareholder shall provide to TJC such assistances as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the Subject Franchise. (b) The Parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Subject Franchise in TJC’s financial statements, and TJC may be required to perform audits of the Subject Franchise’s financial statements. Accordingly, the Seller and the Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits (Seller’s and the Shareholder’s “Section 25(b) Duties”). Such information includes, but is not limited to, the financial books, records and work papers of Seller.

Further Assurances and Cooperation. (a) From and after the date of this Agreement, upon the request of either Seller or Buyer or any of their respective Affiliates, the other party and its Affiliates shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement. (b) After the Closing, on reasonable advance notice, Buyer shall cause GNB to provide Seller, Seller's Affiliates and any advisor retained by Seller or its Affiliates with reasonable access to the management and properties, and books, records, and documents (which were in existence on the Closing) of GNB, during normal business hours and in a manner which does not unreasonably interfere with the business of GNB, for any reasonable purpose including, but not limited to, the fulfilment of Seller's responsibilities under Section 4.1(a) of the Coordinating Agreement, the enforcement of Seller's and its Affiliates' rights under Article 2 of the Coordinating Agreement and clause (iii) of Section 4.2(a) of the Coordinating Agreement. As reasonably necessary, the Seller, the Seller's Affiliates, and any advisor retained by Seller or its Affiliates shall be entitled to make copies of such books, records and documents at their expense. If Buyer shall desire at any time to dispose of any such books, records or documents, Buyer shall, prior to such disposition, give Seller a reasonable opportunity to segregate and remove such books, records and documents as Seller may select. The obligations of Buyer pursuant to this Section 11.12 ------------- shall survive the Closing indefinitely.

Further Assurances and Cooperation. Section 3.01. Each Party hereto shall execute and deliver, or cause to be executed and delivered, as and when reasonably requested by any other Party hereto, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other Party may reasonably deem necessary or desirable to effect the purposes of this Agreement and/or to clarify, confirm and/or record the respective ownership rights of the Parties as provided for in this Agreement. Section 3.02. Each Party hereto shall reasonably cooperate with the other Parties with respect to any government filings or any other actions reasonably necessary to maintain, enforce and/or record the rights to the Intellectual Property covered by this Agreement. Section 3.03. Each Party hereto shall, upon the prior written request of another Party, arrange for the provision of appropriate copies of Records in its possession or control (or the originals thereof if the Party making the request has a reasonable need for such originals) created prior to the Distribution Date and relating to the Intellectual Property, as soon as reasonably practicable following the receipt of such request, but only to the extent such items are not already in the possession or control of the requesting Party.

Further Assurances and Cooperation. Seller shall execute, acknowledge and deliver to Purchaser any and all other assignments, consents, approvals, conveyances, assurances, documents, certificates and instruments reasonably requested by Purchaser at any time and shall take any and all other actions reasonably requested by Purchaser at any time for the purpose of more effectively assigning, transferring, granting, conveying and confirming to Purchaser, the Assets. After consummation of the transaction contemplated herein, the parties agree to cooperate with each other in regards to all matters arising from the transition of ownership of the Assets and the business of the Hospital from Seller to Purchaser, and the performance of the post-closing covenants hereunder.

Further Assurances and Cooperation. Each Party agrees that it shall execute and deliver, or cause the execution and delivery of, such further documents and instruments as may be reasonably necessary or proper to fully effectuate this Agreement and the transactions contemplated hereby.

Further Assurances and Cooperation. In connection with this Agreement and the transactions contemplated hereby, each Party shall execute and deliver any additional documents and instruments and perform any additional acts as may be necessary or appropriate and reasonably requested by the other Parties to effectuate and perform the provisions of this Agreement and those transactions. Unless otherwise provided, no consent or approval provided for in this Agreement may be unreasonably withheld or delayed.