Further Assurances Contract Clauses (3,939)

Further Assurances. The parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Agreement) as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Agreement. The provisions of this Section 26 shall survive the Closing.

Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to the Letter Agreement, as amended by this Amendment and every provision hereof.

Further Assurances. Landlord and Tenant hereby agree to execute such further documents or instruments as may be necessary or appropriate to carry out the intention of this Agreement.

Further Assurances. Maker agrees to execute and deliver such further documents and to do such other acts and things as Lender may reasonably request in order further to effect the purposes of this Note, the security interest in the Regen Shares, and the due performance by Maker of his obligations hereunder. MAKER /s/ Michael Witherill Michael Witherill LENDER Rivulet Media, Inc., a Delaware corporation By: /s/ Aaron Klusman Aaron Klusman, CEO 3 EX-10.9 10 ex10-9.htm LOAN AGREEMENT AND PROMISSORY NOTE BETWEEN THE CO...MPANY AND MR. WITHERILL DATED SEPTEMBER 27, 2021. Exhibit 10.9 LOAN AGREEMENT AND PROMISSORY NOTE $1,400,000 (the "Principal Amount") September 27, 2021 FOR VALUE RECEIVED, Michael Witherill, an individual with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 ("Maker"), promises to pay to Rivulet Media, Inc., a Delaware corporation with an address of 1206 E Warner Rd, Suite 101-I, Gilbert, AZ 85296 ("Lender"), the Principal Amount, or such greater or lesser amount thereof as may be outstanding from time to time, under the terms and provisions as set forth below. RECITALS A. Lender is the owner of 29,076,665 shares of common stock and 2,907,666 shares of Series A Preferred Stock of Regen BioPharma, Inc. (the "Regen Shares"). B. Lender has sold or will sell the Regen Shares to Maker, and Maker, in turn, intends to sell the Regen Shares on the open market in one or more at-the-market transactions. C. Lender and Maker intend that, as full consideration for its purchase of the Regen Shares from Lender, Maker will pay to Lender the amount of proceeds actually received by Maker resulting from Maker's sale of the Regen Shares, the aggregate of which is expected to equal or approximate the Principal Amount stated on this Loan Agreement and Promissory Note (this "Note"), but which may be greater or less than such amount, and that the Principal Amount at any given time will be amended as needed to reflect the amount of such proceeds received. D. Maker is executing this Note to evidence his obligation to pay such amounts to Lender. AGREEMENTS 1. Interest. No interest shall accrue under this Note. View More

Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem to be practical and necessary in order to consummate the subscription contemplated by this Subscription Agreement. In furtherance of the foregoing, the Investor shall deliver to Dynamics any information that is reasonably requested in the Closing Notice in order for Dynamics to issue the Subscribed Shares, including, without limitation, the le...gal name of the Investor in whose name such Subscribed Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. View More

Further Assurances. The parties hereto will, upon reasonable request, execute and deliver all such further assignments, endorsements and other documents as may be necessary in order to perfect the purchase by the Investor of the Shares.

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 and matters contemplated by this Amendment. The parties hereto further agree that each of the parties shall cooperate in good faith in advancing the Business Combination of Parent, including adjusting the businesses and assets to be covered therein.

Further Assurances. (a) SPAC shall open an escrow account prior to delivering the Closing Notice (the "Escrow Account"). The parties acknowledge and agree that for U.S. federal income tax purposes, Investor shall be deemed to be the owner of the funds transferred by Investor to any such Escrow Account unless and until such funds are disbursed to Issuer in accordance with the terms of this Subscription Agreement, which disbursement shall occur, for the avoidance of doubt, immediately following the Share Delivery. (b...) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement. View More

Further Assurances. The Company will do all such acts, and will furnish to the Secured Party all such financing statements, certificates and other documents and will obtain all such governmental consents and corporate approvals and will do or cause to be done all such other things as the Secured Party may reasonably request from time to time in order to give full effect to this Agreement and to secure the rights of the Secured Party hereunder, all without any cost or expense to the Secured Party. The Company hereby... irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office which the Secured Party deems necessary in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral as the Securities Collateral or words of similar effect, or as being of equal or lesser scope or in greater detail, and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the jurisdiction of the filing office for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization and any organization identification number issued to the Company. The Company agrees to furnish any such information to the Secured Party promptly upon request. The Company also ratifies its authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. View More

Further Assurances. In the event of an amendment or other modification (including any side letter with InterPrivate and its affiliates, excluding, for the avoidance of doubt, any stockholders of InterPrivate) to an existing Subscription Agreement or the execution of a Subsequent Subscription Agreement, in each case, that includes provisions that provide materially different rights, benefits and obligations with respect to the investor party thereto than those in the Subscription Agreements, InterPrivate will (i) pr...ovide a copy of such amendment or other modification to the Subscription Agreement or Subsequent Subscription Agreement within two Business Days prior to the execution of such agreement and (ii) promptly following execution of such agreement, revise the terms of this Agreement to ensure that the rights, benefits and obligations provided under such amended Subscription Agreement or Subsequent Subscription Agreement to the investor party thereto are materially consistent with the rights, benefits and obligations provided to AGO pursuant to this Agreement. Upon receiving the draft from InterPrivate referenced in clause (ii) of the immediately preceding sentence, AGO shall have two Business Days from receipt of the draft to agree to or reject such amendment to this Agreement provided that such amendment is consistent with the terms of an amendment or modification made to an existing Subscription Agreement or the terms of a Subsequent Subscription Agreement (it being understood that a failure to timely respond shall be deemed approval of such amendment). Notwithstanding the foregoing, if any amendment or other modification is individually agreed to by all parties to all then existing Subscription Agreements or Subsequent Subscription Agreements, AGO expressly acknowledges and agrees to any such amendment to this Agreement. 2 4. Amendments to Merger Agreement. In connection with the matters described herein, Aspiration and InterPrivate have delivered to AGO an executed copy of the Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement"), dated as of the date hereof, by and among Aspiration, InterPrivate, InterPrivate III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of InterPrivate, and InterPrivate III Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of InterPrivate, which, among other things, amends the terms of the Merger Agreement as follows: a. Excludes AGO from the list of parties who are entitled to receive Earnout Shares if certain conditions are met as set forth in Article III of the Merger Agreement; b. Excludes AGO from the list of parties who are obligated to deliver shares of Class A Common Stock at Closing to the Escrow Agent for issuance to the PIPE Investors if certain conditions are met as set forth in Section 2.14 of the Merger Agreement; c. Creates an additional escrow fund substantially similar to the fund described in Section 2.1.4 of the Merger Agreement from which to issue Company Holder Additional Shares to AGO if required pursuant to the terms of Section 1 of this Agreement; and d. Makes such other amendments to the terms of the Merger Agreement as required to effect the terms of this Section 4. View More