Further Assurances. In the event that at any time after the Closing any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).

Further Assurances. In the event thatcase at any time after the Closingdate hereof any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as theany other PartiesParty reasonably may request, all at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).Party.

Further Assurances. InEach of the event that at any timeParties agrees that, from and after the Closing anyClosing, upon the reasonable request of the other Party and without further action isconsideration, such Party will execute and deliver to such other Party such documents and further assurances and will take such other actions as such other Party may reasonably necessaryrequest in order to carry out the purposespurpose and intention of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).Agreement.

Further Assurances.Section # General. In the event thatcase at any time after the Closing any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Parties willshall take such further action (including the execution and delivery of such further instruments and documents) as the other PartiesParty reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).Party.

Further Assurances. In the event that at anyFrom time to time from and after the ClosingClosing, the parties shall execute and deliver, or cause to be executed and delivered, any and all such further action isagreements, certificates and other instruments, and shall take or cause to be taken any and all such further action, as any of the parties may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).Agreement.

Further Assurances. InAfter Closing, each Party shall from time to time, at the event that at any time afterrequest of and without further cost or expense to the Closing any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Parties willother, execute and deliver such other documents and take such further action (includingother actions as may reasonably be requested in order to more effectively consummate the execution and delivery of such further instruments and documents) as the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).transaction contemplated hereby.

Section # Further Assurances. InFollowing the event that at any time afterClosing, each of the Closing anyparties hereto will execute and deliver such additional documents, instruments, conveyances and assurances and take such further action isactions as may be reasonably necessaryrequired to carry out the purposes ofprovisions hereof and give effect to the transactions contemplated by this Agreement, each ofAgreement and the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitleddocuments to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).delivered hereunder.

Further Assurances. In the event that at anyFrom time to time after the Closing anyand without further action is reasonably necessary to carry outconsideration, the purposes of this Agreement, each of the Partiesparties will take such further action (includingexecute and deliver, or arrange for the execution and delivery of such furtherother instruments of conveyance and documents)transfer and take such other action or arrange for such other actions as the other Partiesmay reasonably may request, at the sole cost and expensebe requested to more effectively complete any of the requesting Party (unless otherwise specified hereintransactions provided for in this Agreement or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).any document annexed hereto.

Further Assurances. In the event that at any time after the Closing anyThe parties shall execute such documents and other papers and take such further action isactions as may be reasonably necessaryrequired or desirable to carry out the purposes of this Agreement, eachprovisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain the fulfillment of the Parties will take such further action (includingconditions to the Closing, including, without limitation, the execution and delivery of such further instrumentsany documents or other papers, the execution and documents) asdelivery of which are necessary or appropriate to the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).Closing.

Section # Further Assurances. InFollowing the event that at any time afterClosing, each of the Closing anyparties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further action isactions as may be reasonably necessaryrequired to carry out the purposes ofprovisions hereof and give effect to the transactions contemplated by this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Parties reasonably may request, at the sole cost and expense of the requesting Party (unless otherwise specified herein or unless such requesting Party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the Parties as set forth in ARTICLE VIII).Agreement.