Further Deliveries. 33 Section 8. Brokers............................................................34
Further Deliveries. Simultaneously with the delivery of the joint directions set forth in Section 7.7 of this Agreement, Company shall execute and deliver (a) to Escrow Agent, together with Other Buyer, a joint instruction letter in the form attached hereto as Exhibit 7.8 and (b) to EIN Acquisition Corp. a legal opinion addressed to Agent for the benefit of the Lenders (in each case, as such terms are defined in the Credit Agreement (as defined in the Merger Agreement)) with respect to those matters set forth in Sections 4.1, 4.2 and 4.4(a), (b) and (c) of this Agreement.
Further Deliveries. Each party hereto shall execute and deliver such additional documents and take all such other actions as may reasonably be required to effect the transactions contemplated by this Agreement.
Further Deliveries. Each Party shall execute and deliver such additional documents as another Party may reasonably request it to execute in order to implement or document the Closing or give effect to the Transactions.
Further Deliveries. Exert its best efforts to obtain and deliver to the Lender any and all further consents, including landlord's and/or lessee's consents and estoppel certificates in respect of the Lease Assignments, certificates of occupancy, and other relevant matters, to the extent that the same have not previously been delivered, are not available for delivery, or are not delivered to the Lender in accordance with this Agreement and the Security Documents, and which subsequent deliveries are expressly consented to in writing by Lender.
Further Deliveries. The Company hereby covenants and agrees with the Secured Party that so long as this Security Agreement shall remain in effect, any Obligations shall remain unpaid or unperformed, or the Post-Closing Commitment shall not have expired or been terminated, (a) the Company shall, at any time and from time to time upon request of the Secured Party, execute and deliver any and all specific collateral assignments which the Secured Party may reasonably request with respect to Owned Intellectual Property, and the Secured Party hereby consents to the filing thereof with the United States Patent and Trademark Office, the United States Copyright Office, and/or any other governmental agency or office (domestic or foreign) in which such filing may be appropriate, (b) the Company shall use all reasonable efforts to cause each depositary bank holding a deposit account of the Company, and each securities intermediary holding any investment property owned by the Company, to execute and deliver a control agreement sufficient to provide the Secured Party with control of such deposit account or investment property, and otherwise in form and substance reasonably satisfactory to the Secured Party, and the Company shall itself execute and deliver any and all such control agreements (and in the event that any such depositary bank or securities intermediary refuses to execute and deliver such control agreement, the Secured Party may require the applicable deposit account or investment property to be transferred to another institution which will execute and deliver such control agreements), (c) the Company shall, with respect to all letter of credit rights and electronic chattel paper owned or held by the Company, take such actions and deliver such agreements as are reasonably requested by the Secured Party to provide the Secured Party with control thereof, (d) with respect to any Collateral which is the subject of or evidenced by a certificate of title, the Company shall notify the Secured Party of the existence of such collateral and upon the Secured Party's request, cause the Secured Party's security interest to be officially noted on such certificate of title, (e) upon request by the Secured Party, the Company shall obtain for the benefit of the Secured Party a landlord waiver or landlord subordination agreement pursuant to which, among other things, the landlord of each premises at which any material amount of Collateral is located agrees to treat all such Collateral as personal...
Further Deliveries. The Holder hereby agrees that it shall (a) promptly deliver the original Repurchase Notes (if they are certificated), together with a duly executed Assignment or any other duly executed instrument of transfer or assignment as Company may reasonably request, and, if in registered form, shall be issued in the name of the Holder or the name of its nominee or nominees, and (b) promptly upon the prior written request of the Company execute and deliver, or cause to be executed and delivered, any and all documents, assignments and other agreements and take or cause to be taken such additional action as the Company may reasonably deem necessary or desirable to effect, consummate, confirm or evidence the transactions described herein. The Holder agrees that the Repurchase Notes will be transferred to the Company free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances.
Further Deliveries. Exert its best efforts to obtain and --------------------------------- deliver to the Agent any and all further landlord's and/or lessee's consents and estoppel certificates in respect of the Lease Assignments, certificates of occupancy, and other relevant matters related to the Real Properties, to the extent that the same have not previously been delivered, are not available for delivery, or are not delivered to the Agent in accordance with this Agreement and the Security Documents, and which subsequent deliveries are expressly consented to in writing by Agent.
Further Deliveries. In addition to any other instruments and documents required to be delivered by the Company and the Company Subsidiary pursuant to this Agreement, the Company and the Company Subsidiary shall have delivered to Parent on or before the Closing Date such certificates, instruments and documentation as are reasonably required in the opinion of Parent's counsel to complete the transactions contemplated herein.
Further Deliveries. 24 5.11 No Actions or Proceedings .......................................... 24
