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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 />R -DA -143M <br />RAI Care Centers of Northern <br />California I, LLC, a Delaware <br />limited liability company <br />By: <br />Print: <br />Title: - <br />By: =Q&Z&2 <br />itle: <br />LAS99 1420539-1.039323.0207 <br />SELLER: <br />Gambro Healthcare, Inc., a Tennessee <br />corporation <br />By:&, d «t' <br />Print: Thomas O. Usilton <br />Title: Group Vice President <br />