Additional Actions. The Parties shall execute and deliver, or cause to be executed and delivered, all other documents, and take such other actions, in each case as shall be necessary or appropriate, to consummate the transactions contemplated hereby, all in accordance with the provisions of this Agreement, including such due diligence cooperation as is reasonable and appropriate following the Initial Closing Date and through the final Additional Closing Date.

[[Person V:Person]]cutive Vice President, General Counsel and Secretary of Viacom (“Fricklas”), may resign from his employment with Viacom by written notice to Viacom no more than thirty (30) days after the date on which neither Dauman nor Dooley serve as Chief Executive Officer of Viacom. Such notice shall reference this Section 6, not be subject to cure and have an effective date not less than thirty (30) business days after the date the notice is given, upon which date the noticed resignation shall become effective. Such resignation shall be deemed and for all purposes be treated as termination for “Good Reason” within the meaning of his employment agreement with and all other plans and arrangements of Viacom. Fricklas shall be a third party beneficiary of this Section 6, entitled to rely on and enforce against Viacom the rights intended to be conferred on him hereby. Except as set forth in this Section 6, Viacom’s and Fricklas’ rights and obligations under his employment agreement and other arrangements with Viacom (e.g. the Viacom pension plan and the Viacom 401(k) plan) shall remain unchanged, including without limitation Viacom’s right to terminate Fricklas at any time on the terms set forth in his employment agreement; provided, that the existence of “Cause” under Fricklas’ employment agreement shall not be claimed in respect of the matters addressed in this Settlement.

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 [[Organization B:Organization]]'s request therefor, the Loan Parties shall execute or cause to be executed and deliver to [[Organization B:Organization]] such instruments, assignments, title certificates or other documents as are necessary under the Uniform Commercial Code, the PPSA or other Applicable Law, or that [[Organization B:Organization]] may reasonably request, so at all times to maintain the validity, perfection, enforceability and priority of [[Organization B:Organization]]'s security interest in and Lien on the Collateral or to enable [[Organization B:Organization]] 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 [[Organization B:Organization]], endorsed or accompanied by such endorsements of, instruments of assignment as [[Organization B:Organization]] may specify with respect to, and stamping or marking in such manner as [[Organization B:Organization]] 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 [[Organization B:Organization]], 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.

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.

Actions Conclusive. The Committee shall have complete discretion in carrying out its powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be final and conclusive.