Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth herein provided, Price REIT and Kimco shall: (a) to the extent required, promptly make their respective filings with respect to the Merger; (b) use all reasonable efforts to cooperate with one another in this Agreement(i) determining which filings are required to be made prior to the Effective Time with, each and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) use all reasonable efforts to obtain in writing any consents required from third parties hereto agrees in form reasonably satisfactory to Price REIT and Kimco necessary to effectuate the Merger; and (d) use (and all reasonable efforts to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptlytake, or cause to be taken promptlytaken, all actions, other action and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, Parent, Merger Sub the proper officers and the Surviving Corporation directors of Kimco and Price REIT shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth herein provided, Coplxx xxx Buyer shall: (a) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, each the consummation of the parties hereto agrees to transactions contemplated by this Agreement and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) use (and to cause its Affiliates to use) its all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in reasonably satisfactory form to Coplxx xxx Buyer; and (subject to, and in accordance with, Applicable Lawd) use all reasonable best efforts to take promptlytake, or cause to be taken promptlytaken, all actions, other actions and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, Parent, Merger Sub the proper officers and the Surviving Corporation shall trustees or directors of Buyer and Coplxx xxxll take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth herein provided, AH and KT shall (a) promptly make all filings necessary in connection with the Required Statutory Approvals and the KT Required Statutory Approvals (including, without limitation, filing the notifications provided for under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")), (b) use reasonable efforts to cooperate with one another in (i) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement, each Agreement and the consummation of the parties hereto agrees to transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including the Required Third Party Consents and the KT Required Third Party Consents, and (c) use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptlytake, or cause to be taken promptlytaken, all actions, other actions and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby. Without limiting the foregoing, including: (i) obtaining each of the parties shall take all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary action to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or cause the consummation expiration of the Merger and notice periods under the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary HSR Act with respect to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time Mergers as promptly as reasonably practicable after the Effective Time any further action is necessary or desirable to carry out the purposes date of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth herein provided, MDI and Xxxxxxx shall: (a) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, each and the ancillary agreements and the consummation of the parties hereto agrees to transactions contemplated by such agreements and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) use (and to cause its Affiliates to use) its all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger, such consents to be in reasonably satisfactory form to MDI and Xxxxxxx; and (subject to, and in accordance with, Applicable Lawd) use all reasonable best efforts to take promptlytake, or cause to be taken promptlytaken, all actions, other action and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreementancillary agreements. In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this AgreementAgreement or the ancillary agreements, Parent, Merger Sub the proper officers and the Surviving Corporation directors of Xxxxxxx and MDI shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining 55 all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to shall use (and to cause its Affiliates to use) its all reasonable best efforts (subject to, and in accordance with, Applicable applicable Law) to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: including (i) obtaining all necessary actions or nonactions, clearances, waivers, mandatory waiting period terminations or expirations, consents and approvals approvals, including the FCC Consents and PSC Consents, from Governmental Entities (the “Governmental Consents”) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding proceeding by, any Governmental Entity; , (ii) obtaining all necessary consents, approvals or waivers from Third Parties; third parties, (iii) defending any all lawsuits or other legal Proceedingsproceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; Agreement and (iv) executing and delivering any all additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth herein provided, the Company, Parent and Merger Sub shall: (i) use reasonable efforts to cooperate with one another in: (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement, each Agreement and any other agreements and documents contemplated by the Agreement ("the Ancillary Documents") and the consummation of the parties hereto agrees transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (ii) use reasonable efforts to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptlytake, or cause to be taken promptlytaken, all actions, other action and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and provided, however, that in no event shall Parent or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any material assets (ivtangible or intangible) executing and delivering or any additional instruments necessary material business interests in connection with or as a condition to consummate receiving the Merger and consent or approval of any Governmental Authority (including, without limitation, under the other transactions contemplated by this AgreementHSR Act). In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, Parent, Merger Sub the proper officers and directors of Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth herein provided, the Company, Parent and Merger Sub shall: (i) use reasonable efforts to cooperate with one another in: (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement, each Agreement and any other agreements and documents contemplated by the Agreement (“the Ancillary Documents”) and the consummation of the parties hereto agrees transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (ii) use reasonable efforts to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptlytake, or cause to be taken promptlytaken, all actions, other action and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and provided, however, that in no event shall Parent or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any material assets (ivtangible or intangible) executing and delivering or any additional instruments necessary material business interests in connection with or as a condition to consummate receiving the Merger and consent or approval of any Governmental Authority (including, without limitation, under the other transactions contemplated by this AgreementHSR Act). In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, Parent, Merger Sub the proper officers and directors of Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreementherein provided, each of the parties hereto agrees Company, Purchaser and Merger Sub shall: (i) use commercially reasonable efforts to use cooperate with one another in (and A) determining which filings are required or advisable to cause its Affiliates be made prior to use) its reasonable best efforts (subject tothe Effective Time with, and which consents, approvals, permits or authorizations are required or advisable to be obtained prior to the Effective Time from, Governmental Authorities or other third parties in accordance withconnection with the execution and delivery of this Agreement and any other Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, Applicable Lawand (B) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (ii) use commercially reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, other actions and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary Ancillary Documents to consummate the Merger and the other transactions contemplated by this Agreementwhich it is a party. In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this AgreementAgreement and the Ancillary Documents, ParentPurchaser, Merger Sub and the Surviving Corporation and the Shareholders' Agent (on behalf of the Company's shareholders) shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and --------------------- conditions set forth herein provided, the Company, Parent and Merger Sub shall: (i) use reasonable efforts to cooperate with one another in: (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement, each Agreement and any other agreements and documents contemplated by the Agreement ("the Ancillary Documents") and the consummation of the parties hereto agrees transactions contemplated ------------------- hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (ii) use reasonable efforts to use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable Law) to take promptlytake, or cause to be taken promptlytaken, all actions, other action and to do promptlydo, or cause to be done promptly, and to assist and cooperate with the other parties in doingdone, all other things necessary, proper or advisable under Applicable Laws and regulations appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including: (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; and provided, however, that in no event shall Parent or any of its -------- ------- subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any material assets (ivtangible or intangible) executing and delivering or any additional instruments necessary material business interests in connection with or as a condition to consummate receiving the Merger and consent or approval of any Governmental Authority (including, without limitation, under the other transactions contemplated by this AgreementHSR Act). In case If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, Parent, Merger Sub the proper officers and directors of Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth in herein provided, Enterprises and Shoney's shall, and shall cause each of their respective Subsidiaries: (a) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to this Agreement and the transactions contemplated by this Agreement; (b) use all reasonable efforts to cooperate with one another in: (1) determining which filings are required to be made prior to the Closing Date with, each and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from any Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the parties hereto agrees to transactions contemplated hereby; and (2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations ((a) and (b) together, collectively, "Regulatory Filings"); (c) use (and to cause its Affiliates to use) its reasonable their best efforts (subject to, to obtain in writing any consents and in accordance with, Applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other financing commitments required from third parties in doing, all things necessary, proper or advisable under Applicable Laws form reasonably satisfactory to Enterprises and regulations Shoney's necessary to consummate and make effective effectuate the Merger and the other transactions contemplated by this Agreement, including: , without limitations, the consent or approval of their respective lenders; and (id) obtaining use all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary reasonable efforts to obtain an approval or waiver fromtake, or cause to avoid an be taken, all other action and do, or Proceeding bycause to be done, any Governmental Entity; (ii) obtaining all necessary consentsother things necessary, approvals proper or waivers from Third Parties; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or appropriate to consummate and make effective the consummation of the Merger and the other transactions contemplated by this Agreement; and (iv) executing and delivering any additional instruments necessary to consummate , including, without limitation, satisfaction of the Merger and the other transactions contemplated by this Agreementconditions set forth in Article IX below. In case If, at any time after the Effective Time Closing Date, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, Parent, Merger Sub the proper officers and the Surviving Corporation directors of Shoney's and Enterprises shall take all such necessary action.

Filings; Other Action. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to shall use (and to cause its Affiliates to use) its reasonable best efforts (subject to, and in accordance with, Applicable applicable Law) ), including senior management participation, to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable applicable Laws and regulations to consummate and make effective the Merger Purchase and the other transactions contemplated by this Agreement, including: including (i) the obtaining of all necessary actions or nonactionsnon actions, waivers, consents and approvals approvals, including, with respect to Seller, the Seller Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding proceeding by, any Governmental Entity; , (ii) the obtaining of all necessary consents, approvals or waivers from Third Parties; third parties (including, without limitation, the consents listed on Section 5.3(f) of the Seller Disclosure Schedule and any consents, approvals or waivers required under all agreements listed on Sections 2.13 and 2.16 of the Seller Disclosure Schedule), (iii) the defending of any lawsuits or other legal Proceedingsproceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; Agreement and (iv) executing the execution and delivering delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, Parent, Merger Sub and the Surviving Corporation shall take all such necessary action.