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5. Further Assurances. After the Closing Date,each party will from time to time, at <br /> the other party's request and without further cost to the party receiving the request, execute and <br /> deliver to the requesting party such other instruments and take such other action as the requesting <br /> party may reasonably request so as to enable it to exercise and enforce its rights under and fully <br /> enjoy the benefits and privileges with respect to this Agreement and to carry out the provisions <br /> and purposes hereof. <br /> 6. Governing Law. This Agreement shall be governed by the laws of Delaware. All <br /> actions and proceedings arising out of or relating to this Agreement shall be heard and <br /> determined in any court sitting in Delaware, and the parties hereto hereby irrevocably submit to <br /> the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive <br /> any defense of an inconvenient forum to the maintenance of any such action or proceeding. <br /> 7. Counterparts. This Agreement may be signed in any number of counterparts and <br /> all such counterparts shall be read together and construed as one and the same document. <br /> IN WITNESS WHEREOF,the undersigned have caused this Assignment and <br /> Assumption and Bill of Sale to be duly executed on their behalf as of the date first written above. <br /> BUYER: SELLER: <br /> RAI Care Centers of Northern Gambro Healthcare,Inc.,a Tennessee <br /> California I,LLC,a Delaware corporation <br /> limited liability cgmpany <br /> By: .� `Z11e� By: <br /> Print:Michael D. Klein Print: Thomas O. Usilton <br /> Title:President Title: Group Vice President <br /> Assignment and Assumption and Bill of Sale-Signature Pages <br />