Upon the terms and subject to the conditions hereof, each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions and actions contemplated by this Agreement.  Without limiting the foregoing, but subject to the other terms of this Agreement, the Parties agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, assumption, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions and actions contemplated by this Agreement.