FURTHER DOCUMENTATION OR ACTION Sample Clauses

FURTHER DOCUMENTATION OR ACTION. At the request of a Party, the other Party or Parties shall execute such reasonably necessary additional instruments and take such reasonably necessary additional actions as are consistent with this Agreement with the requesting Party bearing all costs and expenses related thereto. In addition and from time to time after Closing, Sellers shall execute and deliver such other reasonably necessary instruments of conveyance and transfer, and take such other reasonably necessary actions as Buyer reasonably may request, more effectively to convey and transfer full right, title and interest to, vest in, and place Buyer in legal and actual possession of, the Acquired Assets in a manner consistent with this Agreement with Buyer bearing or reimbursing Sellers for all expenses and costs associated therewith. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Acquired Asset, or assume any Assumed 44 Liability, if the attempted assignment or assumption of the same, as a result of the absence of a consent or authorization of a third party, would constitute a breach or default under any lease, agreement or commitment or would in any way adversely affect the rights, or increase the obligations, of Buyer or Sellers with respect thereto. If any such consent or authorization is not obtained, or if an attempted assignment or assumption would be ineffective or would adversely affect the rights or increase the obligations of Sellers or Buyer with respect to any such lease, agreement or commitment, so that Buyer would not, in fact, receive all such rights, or assume the obligations, of Sellers with respect thereto as they exist prior to such attempted assignment or assumption, then Sellers and Buyer shall enter into such reasonable cooperative arrangements as may be reasonably acceptable to both Buyer and Sellers (including, without limitation, sublease, agency, indemnity or payment arrangements and enforcement at the cost and for the benefit of Buyer of any and all rights of Sellers against an involved third party) to provide for Buyer the benefits of such Acquired Asset or to relieve Sellers from the obligations of such Assumed Liability, and any transfer or assignment to Buyer by Sellers of any such Acquired Asset, or any assumption by Buyer of any such Assumed Liability, which shall require such consent or authorization of a third party that is not obtained shall be made subject to such consent...