Further Acts, etc Borrower will, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all and every further acts, deeds, conveyances, deeds of trust, mortgages, assignments, security agreements, control agreements, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording the Mortgage, or for complying with all Legal Requirements. Borrower, on demand, will execute and deliver, and in the event it shall fail to so execute and deliver, hereby authorizes Lender to execute in the name of Borrower or without the signature of Borrower to the extent Lender may lawfully do so, one or more financing statements and financing statement amendments to evidence more effectively, perfect and maintain the priority of the security interest of Lender in the Property. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender at law and in equity, including without limitation, such rights and remedies available to Lender pursuant to this Section 17.3.
Further Undertakings The Executive hereby undertakes to the Company that he will not at any time:
Representations and Indemnities to Survive The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
Representations and Indemnities to Survive Delivery The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.
Further Definitions The following terms have the meaning set forth in the Section s set forth below: Defined Term Location of Definition Agreement Preamble Alternative Transaction § 7.01(a) Antitrust Laws § 7.12(a) Assumed Warrant § 3.01(b)(vii) Annual Financial Statements § 4.07(a) Blue Sky Laws § 4.05(b) 13 Defined Term Location of Definition Certificate of Merger § 2.02(a) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Interested Party Transaction § 4.20(a) Company Permits § 4.06 Company Split Adjustment Recitals Company Warrant § 4.03(b) Confidentiality Agreement § 7.05(b) Contracting Parties § 10.11 COVID-19 Action § 4.08(b) D&O Insurance § 7.06(b) Data Security Requirements § 4.13(j) DGCL Recitals Effect § 1.01 Effective Time § 2.02(a) Environmental Permits § 4.15 ERISA Affiliate § 4.10(c) Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchange Ratio § 3.01(b)(i) Excluded Shares § 3.01(b)(v) Governmental Authority § 4.05(b) Health Plan § 4.10(k) Interim Financial Statements § 4.07(b) Lease § 4.12(b) Lease Documents § 4.12(b) Material Contracts § 4.16(a) Maximum Annual Premium § 7.06(b) Merger Recitals Merger Materials § 7.02(a) Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 4.03(g) NGA Preamble NGA Alternative Transaction § 7.01(b) NGA Board Recitals NGA Change in Recommendation § 7.04(a) NGA Closing Statement § 0 NGA D&O Insurance § 7.06(b) NGA Disclosure Schedule Article V NGA Indemnification Agreements § 7.06(e) Defined Term Location of Definition NGA Interested Party Transaction § 5.16 NGA Preferred Stock § 5.03(a) NGA Proposals § 7.04(a) NGA SEC Reports § 5.07(a) NGA Stockholders’ Meeting § 7.04(a) Nomination Agreement Recitals Nonparty Affiliates § 10.11 Outside Date § 9.01(b) Per Share Merger Consideration § 3.01(b)(i) Plans § 4.10(a) PPACA § 4.10(k) Private Placements Recitals Proxy Statement § 7.02(a) QBCA Recitals Redemption Payment § 3.01(b)(vi) Redemption Shares § 3.01(b)(vi) Registration Rights Agreement Recitals Registration Statement § 7.02(a) Remedies Exceptions § 4.04 Representatives § 7.05(a) SEC § 5.07(a) Securities Act § 4.05(b) Sponsor Recitals Subscription Agreements Recitals Surviving Corporation § 2.01 Terminating Company Breach § 9.01(e) Terminating NGA Breach § 9.01(f) Trust Account § 5.12 Trust Agreement § 5.12 Trust Fund § 5.12 Trustee § 5.12
Assignments and Participations Successors 83 14.1 Assignments and Participations..................................83 14.2 Successors......................................................85 15.
Further Cooperation The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.
Further Action Evidencing Assignments (a) The Issuer and the Indenture Trustee each agrees that, from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may reasonably request, in order to perfect, protect or more fully evidence the security interest in the Timeshare Loans or to enable the Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Issuer will, without the necessity of a request and upon the request of the Indenture Trustee, execute and file or record (or cause to be executed and filed or recorded) such Assignments of Mortgage, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to create and maintain in the Indenture Trustee a first priority perfected security interest, at all times, in the Trust Estate, including, without limitation, recording and filing UCC-1 financing statements, amendments or continuation statements prior to the effective date of any change of the name, identity or structure or relocation of its chief executive office or its jurisdiction of formation or any change that would or could affect the perfection pursuant to any financing statement or continuation statement or assignment previously filed or make any UCC-1 financing statement or continuation statement previously filed pursuant to this Indenture seriously misleading within the meaning of applicable provisions of the UCC (and the Issuer shall give the Indenture Trustee at least 30 Business Days prior notice of the expected occurrence of any such circumstance). The Issuer shall promptly deliver to the Indenture Trustee file-stamped copies of any such filings.
Further Documentation The Fund will also furnish from time to time the following documents:
Further Provisions A change in the rules that apply in the user company’s business shall only be binding for the private employment agency from the time that the user company informs the private employment agency of the change or from the time that the private employment agency could reasonably have taken note of the change.
