Further Assurance and Cooperation. From time to time, and without further consideration, each party will execute and deliver to the other such documents and take such action as the other may reasonably request in order to consummate more effectively the terms of this Agreement.
Further Assurance and Cooperation. Subject to the terms and conditions herein provided, Smith's and Fred Meyer agree to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection therewith, (a) to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts (provided that neither Smith's nor Fred Meyer shall agree to any substantial modification to any such agreement, lease or contract or to any payment of funds in order to obtain such waiver, consent or approval without the prior written consent of the other), (b) to defend any lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (c) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated thereby, (d) to effect all necessary registrations and filings (including any registrations and filings which may be required to be made by Holdings pursuant to any federal or state securities laws), and (e) to fulfill all conditions to this Agreement.
Further Assurance and Cooperation. The parties shall from time to --------------------------------- time and at all times hereafter make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, conveyances, consents and assurances as may be required to carry out the transfer of the Entrust Assets and assumption of Assumed Liabilities contemplated under this Agreement, including without limitation appropriate assignments (notarized if required) for filing with any relevant government body or agency.
Further Assurance and Cooperation. In the event that at any time after Closing any further action is necessary to carry out the purposes of this Agreement, Seller or Purchaser, as the case may be, shall take all such action without any further consideration therefore.
Further Assurance and Cooperation. The parties shall from time to time and at all times hereafter make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, conveyances, consents and assurances as may be required to carry out the transfer of the Elastic Assets, the Transferred Intellectual Property and the Transferred Patents, and assumption of the Assumed Liabilities contemplated under this Agreement, including without limitation, appropriate assignments (notarized if required) for filing with any relevant government body or agency. If the parties agree that an asset that was intended by both of them to be an Elastic Asset as defined herein was inadvertently not listed on Schedule C or Schedule D hereto, the parties shall take such actions as may be required to properly convey such asset to Elastic hereunder, including without limitation execution of an amendment to this Agreement pursuant to Section 11.03 hereof to amend the schedules hereto.
Further Assurance and Cooperation. Each Party agrees to execute and deliver to the other Parties such other instruments, documents, and statements, including without limitation, instruments and documents of recordation, assignment, transfer, conveyance, and clarification and take such other action as may be reasonably necessary or convenient in the discretion of the requesting Party to carry out more effectively the purposes of this BUSINESS SUPPORT CONTRACT (BSC).
Further Assurance and Cooperation. 8.1 Each party will appoint a member of staff to coordinate the visiting student arrangements. The coordinator will have responsibility for the administration of the visiting student arrangements, provision of guidance to participants, and the monitoring of the effectiveness of arrangements.
Further Assurance and Cooperation. Following the date hereof, and subject to the terms and conditions hereof, each of the Seller, CWC and the Buyer severally agrees to execute and deliver such documents and take such other actions as shall be reasonably requested by the other party to carry out and effectuate the transactions contemplated by the Agreement.
Further Assurance and Cooperation. 22 5.4 Certain Filings and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.5 Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.6 Joint Proxy Statement/Prospectus and the Form S-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 5.7
Further Assurance and Cooperation. 46 5.6 Certain Filings and Consents...........................................46 5.7
