Further Assurances; Consents and Approvals. Each party to this Agreement agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law, or as may, be necessary or advisable to carry out the intent and purposes of this Agreement.
Further Assurances; Consents and Approvals. Each party shall provide such further documents and instruments and take such other actions as may be reasonably necessary or desirable to give effect to this Agreement and to carry out its provisions. Whenever this Agreement requires or contemplates any action, consent or approval of a party, such party shall act reasonably and in good faith and (unless this Agreement expressly allows exercise of a party's sole discretion) shall not unreasonably withhold or delay such action, consent or approval.
Further Assurances; Consents and Approvals. Each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to this Master Agreement and to carry out its provisions.
Further Assurances; Consents and Approvals. 7.10.1. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement (including carrying out those covenants described in (S)6 that are not accomplished prior to Closing), each of the Parties will take such further action (including the giving of notices, the obtaining of consents, the curing of title defects, and the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the Party originally responsible for the matter related to such action (unless such Party is entitled to indemnification therefor under (S)9 below). Without limiting the generality of the foregoing, at the Buyer's request, the Seller shall, without additional consideration, cause its Affiliates (and shall use its best efforts to cause the relevant Predecessor of the Target, the INTOOL Subsidiary or the INTOOL Divisions) to transfer to the Buyer or its Affiliates the record title to all assets used in the Business, the record title of which are held by an Affiliate of the Seller that is not a party to one of the Other Agreements, or a Predecessor of the Target, the INTOOL Subsidiary or the INTOOL Divisions. The Seller shall pay all costs associated with such transfer.
Further Assurances; Consents and Approvals. Each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to this Master Agreement and to carry out its provisions. Whenever this Master Agreement requires or contemplates any action, consent or approval, such Party shall act reasonably and in good faith and (unless the Agreement expressly allows exercise of a Party's sole discretion) shall not unreasonably withhold or delay such action, consent or approval.
Further Assurances; Consents and Approvals. Each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to this Agreement and to carry out its provisions. Whenever this Agreement or any SOW requires or contemplates any action, consent or approval, such Party shall act reasonably and in good faith and (unless the Agreement expressly allows exercise of a Party’s sole discretion) shall not unreasonably withhold or delay such action, consent or approval. No consent on behalf of either Party shall be binding on such Party unless granted in writing by such Party’s SOW Manager or otherwise in accordance with Section 8.1 (with respect to Service Levels and descriptions or modifications of Services) or an officer of such Party (with respect to all other matters).
