Actions and Survival. The parties agree and acknowledge that the rights conveyed by this Agreement are of a unique and special nature and that the Company will not have an adequate remedy at law in the event of a failure by Employee to abide by its terms and conditions, nor will money damages adequately compensate for such injury. Therefore, it is agreed between and hereby acknowledged by the parties, that in the event of a breach by Employee of any obligations under this Agreement, the Company shall have the right, among other rights, to damages sustained thereby and to obtain an injunction or decree of specific performance from a court of competent jurisdiction to restrain or compel Employee to perform as agreed herein. Nothing in this Agreement shall in any way limit or exclude any other right granted by law or equity .
Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of the Agreement.
Other Actions. To the fullest extent permitted by applicable law, and except as otherwise expressly provided herein, no Indemnitee shall be liable to the Company, any Member, any Unitholder or any other Person bound by this Agreement as a result of or arising out of the activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed by such Indemnitee to be conferred on such Indemnitee, except to the extent such Indemnitee would not be entitled to exculpation or indemnification pursuant to the articles of incorporation and bylaws of (as the same may be amended from time to time).
Other Actions. Promptly after 's request therefor, the Loan Parties shall execute or cause to be executed and deliver to such instruments, assignments, title certificates or other documents as are necessary under the Uniform Commercial Code, the PPSA or other Applicable Law, or that may reasonably request, so at all times to maintain the validity, perfection, enforceability and priority of 's security interest in and Lien on the Collateral or to enable to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, # immediately discharging all Liens other than Permitted Liens, # using commercially reasonable efforts to obtain Lien Waiver Agreements for locations where Collateral is located, # delivering to , endorsed or accompanied by such endorsements of, instruments of assignment as may specify with respect to, and stamping or marking in such manner as may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, # entering into warehousing, customs brokers and freight agreements and other custodial arrangements satisfactory to , and
Subject to the fulfillment or waiver of the conditions set forth in [Sections 7.1 and 7.3]3], Sellers shall consummate the Closing as soon as practicable after the approval of the Sale Order.
Prohibited Actions. The Employee shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause:
Governmental Actions. No Governmental Action is or will be required in connection with # the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Amendment or any other Loan Document being executed and delivered in connection with this Amendment to which it is, or is to become, a party, or # the performance by it of the Amended Agreement, in each case, other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.
Any rights of the parties that have already vested, however, shall not be affected by such action.
Regulatory Actions. The Parties hereby agree to cooperate with each other and take such actions as are reasonably required to effect the voluntary dismissal of all FCC Applications and all notices or filings under the HSR Act or with the SEC. Marigold and Montage each hereby agree to reimburse the other as soon as practicable following the execution of this Agreement to the extent either Party has paid more than one-half (1/2) of any filing fees incurred in connection with the FCC Applications or the filing fees paid under the HSR Act in connection with the Merger Agreement.
Further Actions. The Participant and the Company each agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
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