Assurances. Expedia reserves the right to recoupment and offset of any amounts owed to Expedia by Supplier under this Agreement or any other agreement between Expedia and Decolar and/or any of its Affiliates. Upon written notice, Expedia may terminate this Agreement if Decolar ceases to do business, becomes insolvent, or is subject to bankruptcy or insolvency proceedings, whether actual or reasonably believed to be imminent. Upon written notice, Supplier may terminate this Agreement immediately with respect to any entity listed in the definition of “Expedia” if such entity ceases to do business, becomes insolvent, or is subject to bankruptcy or insolvency proceedings, whether actual or reasonably believed to be imminent. If reasonable grounds for insecurity arise regarding a Party’s performance of this Agreement, then the other Party may demand written adequate assurance of due performance (Expedia may provide such assurance on behalf of any of its Affiliates). Until the requesting Party receives such assurance in writing, it may suspend its performance of this Agreement. If the written assurance is not received within five (5) days after its request, or within such other reasonable period of time as a requesting Party may designate, then the failure to furnish such assurance constitutes a material breach of this Agreement, and the requesting Party may immediately terminate this Agreement upon written notice to Expedia, in the case of Decolar, or Decolar, in the case of Expedia.

Further Assurances. The parties agree: to furnish upon request to each other such further information; to execute and deliver to each other such other documents; and to do such other acts and things, all as the other party or parties may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

Further Assurances. From time to time from and after the Closing, the parties shall execute and deliver, or cause to be executed and delivered, any and all such further agreements, 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.

Further Assurances. Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

Further Assurances. ​ shall execute and deliver to ​ all further documents, financing statements, agreements and instruments, and take all further actions that may be required under any applicable Requirement of Law, or that ​ may reasonably request, in order to effectuate the transactions contemplated by this Agreement and the Program Documents or, without limiting any of the foregoing, to grant, preserve, protect and perfect the validity and first-priority of the security interests created or intended to be created hereby.

Further Assurances. Seller agrees, at any time and from time to time following the date hereof, upon the request of Buyer, that Seller will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, assurances or other acts and things as may reasonably be required in order more fully to vest in and confirm to Buyer title to and possession of the Shares or in order to more fully effectuate the transactions contemplated hereby.

Further Assurances. Advisor agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Advisor further agrees that Advisor’s obligation to execute or cause to be executed, when it is in Advisor’s power to do so, any such instrument or papers shall continue after the termination of this Agreement.

Further Assurances. From and after the date of this Agreement, upon the request of the ​ or Guarantor, ​ or Guarantor 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 Guarantee Agreement.

Further Assurances. (a) Promptly upon request by the Administrative Agent or the Collateral Agent, # correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and # do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably require from time to time in order to implement the provisions of the Loan Documents.

Further Assurances. Upon the reasonable request of either party, the other party shall on and after the date hereof execute and deliver, and cause to be executed and delivered, such deeds, assignments and other instruments as may be reasonably requested and are required to effectuate completely the transfer and assignment to Purchaser of the Blocker Interests, and to otherwise carry out the purposes of [Section 7.02] of the Agreement, the Exercise Agreement and the exercise by NEP Member of the Early Call Option thereunder.