Further Assurances Contract Clauses (3,939)

Grouped Into 132 Collections of Similar Clauses From Business Contracts

This page contains Further Assurances clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Further Assurances. Borrower agrees that, from time to time, at its own expense, it will: a. Protect and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, and preserve and protect Secured Party's security interest in the Collateral. b. Promptly execute and deliver to Secured Parties all instruments and documents, and take all further action necessary or desirable, as any Secured Party may reasonably request to (i) continue, perfect, or protect... any security interest granted or purported to be granted hereby, and (ii) enable a Secured Party to exercise and enforce any of Secured Party's rights and remedies hereunder with respect to any Collateral. c. Permit a Secured Party's representatives to inspect and make copies of all books and records relating to the Collateral, wherever such books and records are located, and to conduct an audit relating to the Collateral at any reasonable time or times. View More
Further Assurances. Borrower agrees that, from time to time, at its own expense, it will: a. Protect a.Protect and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, and preserve and protect Secured Party's security interest in the Collateral. b. Promptly b.Promptly execute and deliver to Secured Parties all instruments and documents, and take all further action necessary or desirable, as any Secured Party may reasonably request to (i) continue..., perfect, or protect any security interest granted or purported to be granted hereby, and (ii) enable a Secured Party to exercise and enforce any of Secured Party's rights and remedies hereunder with respect to any Collateral. c. Permit -3- c.Permit a Secured Party's representatives to inspect and make copies of all books and records relating to the Collateral, wherever such books and records are located, and to conduct an audit relating to the Collateral at any reasonable time or times. View More
Further Assurances. Borrower agrees that, from time to time, at its own expense, it will: a. (a) Protect and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, therein and preserve and protect Secured Party's security interest in the Collateral. b. (b) Promptly execute and deliver to Secured Parties Collateral Agent all instruments and documents, and take all further action necessary or desirable, as any Secured Party Collateral Agent may reaso...nably request to (i) continue, perfect, or protect any security interest granted or purported to be granted hereby, and (ii) enable a Secured Party Collateral Agent to exercise and enforce any of Secured Party's rights and remedies hereunder with respect to any Collateral. c. (c) Permit a Secured Party's Collateral Agent's representatives to inspect and make copies of all books and records relating to the Collateral, wherever such books and records are located, and to conduct an audit relating to the Collateral at any reasonable time or times. View More
Further Assurances. Borrower agrees that, from time to time, at its own expense, it will: a. Protect a.Protect and defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, and preserve and protect Secured Party's security interest in the Collateral. b. Promptly b.Promptly execute and deliver to Secured Parties all instruments and documents, and take all further action necessary or desirable, as any Secured Party may reasonably request to (i) continue..., perfect, or protect any security interest granted or purported to be granted hereby, and (ii) enable a Secured Party to exercise and enforce any of Secured Party's rights and remedies hereunder with respect to any Collateral. c. Permit -3- c.Permit a Secured Party's representatives to inspect and make copies of all books and records relating to the Collateral, wherever such books and records are located, and to conduct an audit relating to the Collateral at any reasonable time or times. View More
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Further Assurances. THE LOAN PARTIES SHALL EXECUTE ANY AND ALL FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTIONS, AS MAY BE REQUIRED UNDER APPLICABLE LAW OR AS ANY AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECT THE PURPOSES OF THIS AMENDMENT.
Further Assurances. THE LOAN PARTIES SHALL EXECUTE ANY AND ALL FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTIONS, AS MAY BE REQUIRED UNDER APPLICABLE LAW OR AS ANY AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECT THE PURPOSES OF THIS AMENDMENT. The Loan Parties shall execute any and all further documents, agreements and instruments, and take all further actions, as may be required under Applicable Law or as any Agent may reasonably request, in order to effect the purposes of this Fourth Am...endment. View More
Further Assurances. THE LOAN PARTIES SHALL EXECUTE ANY AND ALL FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTIONS, AS MAY BE REQUIRED UNDER APPLICABLE LAW OR AS ANY AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECT THE PURPOSES OF THIS AMENDMENT. The Loan Parties shall execute any and all further documents, agreements and instruments, and take all further actions, as may be required under 4 applicable Law or as the Administrative Agent may reasonably request, in order to effect the purposes ...of this Amendment. View More
Further Assurances. THE LOAN PARTIES SHALL EXECUTE ANY AND ALL FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTIONS, AS MAY BE REQUIRED UNDER APPLICABLE LAW OR AS ANY AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECT THE PURPOSES OF THIS AMENDMENT. The Loan Parties shall execute any and all further documents, agreements and instruments, and take all further actions, as may be required under applicable law or as Administrative Agent may reasonably request, in order to effect the purposes of thi...s Amendment. View More
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Further Assurances. Each Class B Holder shall execute and deliver, or cause to be delivered, such additional documents, including the Registration Rights Agreement, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Acquiror or the Company, to effect the actions and consummate the Merger and the other transactions contemplated by this Agreement and the Merger Agreement (including the Tran...sactions and the other Transaction Agreements), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable. View More
Further Assurances. Each Class B The undersigned Supporting Holder shall use reasonable best efforts to execute and deliver, or cause to be delivered, such additional documents, including the Registration Investor Rights Agreement, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Acquiror Buyer or the Company, to effect the actions and consummate the Merger Mergers and the other transac...tions contemplated by this Agreement and the Merger Agreement BCA (including the Transactions and the other Transaction Agreements), transactions contemplated thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable. View More
Further Assurances. Each Class B The undersigned Supporting Holder shall use reasonable best efforts to execute and deliver, or cause to be delivered, such additional documents, including the Registration Investor Rights Agreement, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Acquiror SilverBox or the Company, to effect the actions and consummate the Merger and the other transaction...s contemplated by this Agreement and the Merger Agreement BCA (including the Transactions and the other Transaction Agreements), transactions contemplated thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable. View More
Further Assurances. Each Class B F Holder shall execute and deliver, or cause to be delivered, such additional documents, including the Registration Rights and Lock-Up Agreement, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Acquiror ENPC or the Company, to effect the actions and consummate the Merger Mergers and the other transactions contemplated by this Agreement and the Merger Bu...siness Combination Agreement (including the Transactions and the other Transaction Agreements), in each case, on the terms and subject to the conditions set forth therein and herein, in this Agreement and in the Business Combination Agreement, as applicable. View More
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Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of SLS such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privilege...s, immunities, powers, franchises and authority of SLS, and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of SLS or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments. View More
Further Assurances. From time to time, as and when required requested by the Surviving Corporation or by its successors or and assigns, there shall be executed and delivered on behalf of SLS Merger Sub such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable appropriate or necessary in order to vest, perfect perfect, or conform, confirm, of record or otherwise, in the Surviving Corporation, Corporation the title to a...nd possession of all property, interests, interest, assets, rights, privileges, immunities, powers, franchises franchises, and authority of SLS, Merger Sub, and otherwise to carry out the purposes of this Agreement, Plan of Merger, and the directors and appropriate officers and directors of the Surviving Corporation are fully authorized, authorized for, in the name and on behalf of SLS Merger Sub or otherwise, otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. View More
Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of SLS Ashford (DE) such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, confirm, of record or otherwise, in the Surviving Corporation, Corporation the title to and possession of all property, in...terests, assets, rights, privileges, immunities, powers, franchises and authority of SLS, Ashford (DE), and otherwise to carry out the purposes of this Agreement, and the Agreement. The officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of SLS Ashford (DE) or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments. View More
Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or and assigns, there shall be executed and delivered on behalf of SLS AFI Intermediate, such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, action as shall be appropriate, advisable appropriate or necessary in order to vest, perfect or conform, confirm, of record or otherwise, in the Surviving Corporation, Corporation the title to and po...ssession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of SLS, AFI Intermediate and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized, authorized in the name and on behalf of SLS AFI or otherwise, otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. View More
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Further Assurances. I shall, during my employment and at any time thereafter, at the request and cost of the Company, promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized officers may reasonably require: (a) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a Development and when so... obtained or vested to renew and restore the same; and (b) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for revocation of any such patent, copyright, trademark or other analogous protection. If the Company is unable, after reasonable effort, to secure my signature on any application for patent, copyright, trademark or other analogous protection or other documents regarding any legal protection relating to a Development, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by me. 8. Employment At Will. I understand that this Agreement does not constitute an implied or written employment contract and that my employment with the Company is on an "at-will" basis. Accordingly, I understand that either the Company or I may terminate my employment at any time, for any or no reason. View More
Further Assurances. I Executive shall, during my Executive's employment with the Company and at any time thereafter, at the request and cost of the Company, promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized officers may reasonably require: request, to: (a) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throug...hout the world relating to a any Development and when so obtained or vested to renew and restore the same; and (b) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for revocation of any such patent, copyright, trademark or other analogous protection. If the Company is unable, after reasonable effort, to secure my Executive's signature on any application for patent, copyright, trademark or other analogous protection or other documents regarding any legal protection relating to a Development, whether because of my Executive's physical or mental incapacity or for any other reason whatsoever, I whatsoever. Executive hereby irrevocably designate designates and appoint appoints the Company and its duly authorized officers and agents as my Executive's agent and attorney-in-fact, to act for and in my Executive's behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed personally by me. 8. Employment At Will. I understand that this Agreement does not constitute an implied or written employment contract and that my employment with the Company is on an "at-will" basis. Accordingly, I understand that either the Company or I may terminate my employment at any time, for any or no reason. Executive. View More
Further Assurances. I shall, during my employment and at any time thereafter, at the request and cost of the Company, promptly sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized officers may reasonably require: (a) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a Development and when so... obtained or vested to renew and restore the same; and (b) to defend any judicial, opposition or other proceedings in with respect of to such applications and any judicial, opposition or other proceeding, petition or application for revocation of any such patent, copyright, trademark trademark, certifications or other analogous protection. If the Company is unable, after reasonable effort, to secure my signature on any application for patent, copyright, trademark or other analogous protection or other documents regarding any legal protection relating to a Development, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by me. 8. Employment At Will. I understand that this Agreement does not constitute an implied or written employment contract and that 3 6. Nonsolicitation of Customers. During the period of my employment with by the Company is on and for twelve (12) months following the termination of my employment, regardless of the reasons for my termination, I shall not, directly or indirectly, alone or as an "at-will" basis. Accordingly, I understand that owner, member, manager, partner, officer, employee, director, investor, lender, consultant or independent contractor of any entity, call upon, solicit, divert or take away or attempt to divert or take away or do business with, either for myself or for any other person or entity, any current or prospective customers or accounts of the Company that I had contact with, for whom I performed services on behalf of the Company, or about whom I may terminate my employment at obtained Confidential Information through the Company for the purpose of competing (i.e., by providing the Products and Services, as defined below), whether directly or indirectly, nor shall I make known to any time, for other person or entity, either directly or indirectly, the names and addresses of and other pertinent information relating to any such customers or no reason. accounts, or any Confidential Information relating to any of them. View More
Further Assurances. I The Employee agrees to cooperate fully with the Company, both during and after his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. The Employee shall, during my his/her employment and at any time thereafter, at the request and cost of the Company, promptly sign, execute, make and do all such deeds, documents, act...s and things as the Company and its duly authorized officers may reasonably require: (a) a. to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a Development and when so obtained or vested to renew and restore the same; and (b) b. to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for revocation of any such patent, copyright, trademark or other analogous protection. If The Employee further agrees that if the Company is unable, after reasonable effort, to secure my the Employee's signature on any such papers, application for patent, copyright, trademark or other analogous protection protection, or other documents regarding any legal protection relating to a Development, whether because of my the Employee's physical or mental incapacity or for any other reason whatsoever, I the Employee hereby irrevocably designate designates and appoint appoints the Company and its duly authorized officers and agents as my the Employee's agent and attorney-in-fact, to act for and in my on his/her behalf and stead to execute and file any such papers, application or applications or other documents and to do any and all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by me. 8. Employment At Will. I understand that this Agreement does not constitute an implied or written employment contract and that my employment with the Company is on an "at-will" basis. Accordingly, I understand that either the Company or I may terminate my employment at any time, for any or no reason. Employee. View More
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Further Assurances. From time to time, at the request of Parent and without further consideration, the Stockholder shall take such further action as may reasonably be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
Further Assurances. From time to time, at the request of Parent and without further consideration, but without being required to incur any cost or expense, the Stockholder shall take such further action as may reasonably be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
Further Assurances. From time to time, at the request of Parent and without further the payment of any consideration, the Stockholder shall take such further action as may reasonably be deemed by Parent to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
Further Assurances. From time to time, at the request of Parent and without further consideration, the each Stockholder shall take such further action as may reasonably be deemed by Parent to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
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Further Assurances. Borrowers hereby agree to take all such actions and to execute and/or deliver to Agent and Lenders all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this Amendment. 7 6. Payment of Expenses. Borrowers shall pay or reimburse Agent and Lenders for their reasonable attorneys' fees and expenses in connection with the preparation, negotiation and execution of this Amendm...ent and the documents provided for herein or related hereto. View More
Further Assurances. Borrowers Each Borrower hereby agree agrees to take all such actions and to execute and/or deliver to Agent and Lenders all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this Amendment. 6 7. 6. Payment of Expenses. Borrowers shall pay or reimburse Agent and Lenders for their its reasonable attorneys' fees and expenses in connection with the preparation, negotiation ...and execution of this Amendment and the documents provided for herein or related hereto. View More
Further Assurances. Borrowers hereby agree to take all such actions and to execute and/or deliver to Agent and Lenders all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this Amendment. 7 6 12. Payment of Expenses. Borrowers shall pay or reimburse Agent and Lenders for their reasonable attorneys' fees and expenses in connection with the preparation, negotiation and execution of this Ame...ndment and the documents provided for herein or related hereto. View More
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Further Assurances. Each party hereto shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party's obligations hereunder, necessary to effectuate the transactions contemplated by this Amendment.
Further Assurances. Each party The parties hereto shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party's obligations hereunder, necessary to effectuate the transactions contemplated by this Amendment. Agreement.
Further Assurances. Each party hereto Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party's obligations hereunder, necessary to effectuate the transactions contemplated by this Fourth Amendment.
Further Assurances. Each party hereto Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party's Party's obligations hereunder, necessary to effectuate the transactions contemplated by this Amendment. Transactions.
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Further Assurances. Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company or Synta may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement.
Further Assurances. The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company or Synta may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement.
Further Assurances. Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company PLx or Synta DPRX may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement.
Further Assurances. Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company or Synta Targacept may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement.
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Further Assurances. From and after the date of this Agreement, upon the request of the Buyers or the Sellers, Buyer and the Sellers shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
Further Assurances. From and after the date of this Agreement, upon the request of the Buyers Buyer or the Sellers, Sellers' Agent, Buyer and the Sellers Sellers' Agent shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
Further Assurances. From and after the date of this Agreement, upon the request of the Buyers Buyer or the Sellers, Seller, the Buyer and the Sellers Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
Further Assurances. From and after the date of this Agreement, upon the request of the Buyers Buyer or the Sellers, Seller, the Buyer and the Sellers Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
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