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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 />RAI Care Centers of Northern <br />California I, LLC, a Delaware <br />limited liability c`gmpan/y-J <br />By:,,/� ''7 i� 6'Z / <br />Print: Michael D. Klein <br />Title: President <br />SELLER: <br />Gambro Healthcare, Inc., a Tennessee <br />corporation <br />By: <br />Print: Thomas O. Usilton <br />Title: Group Vice President <br />Assignment and Assumption and Bill of Sale - Signature Pages <br />