FURTHERASSURANCES Sample Clauses

FURTHERASSURANCES. Both Parties agree that they shall execute, acknowledge and deliver to the other such instruments and take such other actions, in additions to the instruments and actions specifically provided for herein, as may be reasonably required in order to effectuate the provisions of this Agreement or of any transaction contemplated herein or to confirm or perfect any right to be created or transferred hereunder or pursuant to any such transaction.
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FURTHERASSURANCES. Each of the parties will make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as the other party may reasonably request and as may reasonably be required in order to effectuate the purposes of this Agreement and to carry out the terms hereof.
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FURTHERASSURANCES. After the Closing, each of the parties hereto agrees to take whatever further action is necessary and to execute whatever further documents, instruments of assignment, transfer, conveyance or authorization and agreements as may be reasonably requested by the other in order to fulfill the purposes and the intent of this Agreement.
Sample 1
FURTHERASSURANCES. The parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and 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 the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.
Sample 1
FURTHERASSURANCES. The parties agree (a)_to furnish upon request to each other such further information, (b)_to execute and deliver to each other such other documents, and_(c)_to do such other commercially reasonable acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.
Sample 1
FURTHERASSURANCES. Each of Till and NTR hereby covenant and agree that at any time and from time to time after the Effective Date it will, upon the request of the others, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required for the better carrying out and performance of all the terms of this Agreement including, without limitation, any documents required to comply with securities or stock exchange requirements.
Sample 1
FURTHERASSURANCES. Each party will,' and will cause its Subsidiaries and, will use best efforts to cause its Joint Ventures to, execute such further documents and instruments and take such further actions as may reasonably be requested by the terms hereof. The parties-expressly acknowledge and agree that, although it is their current intention to effect a business combination among themselves'in the form contemplated by this Agreement, it may be preferable to effectuate such a business combination by means of an alternative structure in light of the conditions set forth in Section 9.1(e),: Section 9.2(e), Section 9.2(f), Section 9.3(e), Section 9.3(f), Section 9.4(e) 'and Sec tion 9.4(f). Accordingly, if the only conditions to the parties' obligations to consummate the Merger which-are not satisfied or waived are receipt of any one or more of the WPL Required Consents, WPL Required Statutory Approvals, IES Required Consents, IES Required Statutory Approvals, Interstate Required Consents, Interstate Required Statutory Approvals or the opinions referred 'to in 'Sec tions 9 .2(e), 9.3(e), and 9.4(e), and the adoption of an alternative structure (that otherwise substan tially'preserves for WPL, IES and Interstate the economic and other material~benefits of the.Merger) would result in such conditions'being satisfied or waived,' then the parties shall use'their respective best efforts to effect a business combination among themselves by means of a mutually agreed upon structure other.than the Merger that so preserves such benefits; provided that, prior to closing any such 'restructured transaction, all material third party and Governmental Authority declarations, filings, registrations, notices, authorizations, 'consents or approvals necessary to effect such alterna shall have been tive business combination 'shall have been obtained and all other conditions to the parties' obligations to consummate the Merger, as applied to such alternative business combination, satisfied or waived.
Sample 1
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Related to FURTHERASSURANCES

  • Assurances The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Final Prospectus, each as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Final Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Final Prospectus), in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or other documents required to be described in the Base Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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