Certain Post Closing Covenants Sample Clauses

Certain Post Closing Covenants. The Borrowers hereby jointly and severally agree that, in addition to the covenants set forth in Sections 6.1 and 6.2, the Borrowers shall: (a) no later than five (5) Business Days after the Closing Date, deliver to Lender: (i) account control agreements substantially in the form of that attached hereto as Exhibit E with respect to all of the Borrowers’ Deposit Accounts, in each case duly executed by (A) the Borrower in whose name such Deposit Account is held, and (B) Fifth Third Bank, an Ohio banking corporation, and each other bank with which such Deposit Account is maintained (ii) a certificate of good standing issused by the Secretary of State of the State of Delaware evidencing that Zoo Entertainment is a corporation existing and in good standing under the laws of the State of Delaware; (iii) a favorable written legal opinion (addressed to the Lender and dated as of the Closing Date) of ▇▇▇▇▇▇▇ Meuthing and ▇▇▇▇▇▇▇ PLL, counsel to the Borrowers, in the form reasonably requested by the Lender; (iv) proper terminations of the following financing statements in a form appropriate for filing under the UCC of the State of Delaware: (A) Delaware Financing Statement 12283185, filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; and (B) Delaware Financing Statement 12283367 filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; (v) with respect to Zoo Europe, (A) certificates representing all certificated Capital Stock of Zoo Europe accompanied by undated stock powers duly executed in blank; and (B) account control agreements reasonably acceptable to Lender with respect to the Deposit Accounts maintained by Zoo Europe; and (b) no later than ten (10) Business Days after the Closing Date after the Closing Date, deliver to Lender a Registration Rights Agreement, effective as of the Closing Date, in a form satisfactory to Lender in its reasonable discretion and pursuant to which Zoo Entertainment shall agree to register, upon demand by the Lender, all Capital Stock received by the Lender pursuant to this Agreement (including pursuant to Article VIII) or the exercise of the Warrant.

Certain Post Closing Covenants. In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

Certain Post Closing Covenants. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14, the Borrower agrees to cause such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Effective Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14, until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable opinion of the Agents, such Foreign Subsidiary shall not be permitted to incur Intercompany Indebtedness in excess of that permitted pursuant to the Original Agreement.

Certain Post Closing Covenants. (a) The Purchaser Parties covenant and agree that, for the lesser of (i) a period of five (5) years following the Effective Time and (ii) the period from the Effective Time until no Series B Shares remain issued and outstanding, whether or not required by the Securities and Exchange Commission (the “SEC”), the Purchaser Parties will cause the Surviving Entity to file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Surviving Entity were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Surviving Entity’s certified independent accountants, and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Surviving Entity were required to file such reports. In addition, after the Effective Time and for so long as any Series B Shares remain outstanding, the Purchaser Parties agree to cause the Surviving Entity to furnish to the holders of the Series B Shares and to securities analysts and prospective investors, upon their request, the information required to be available pursuant to Rule 144(c) under the Securities Act to the extent such information is not electronically filed with the SEC and electronically available to the public free of cost. (b) The Purchaser Parties covenant and agree that, after the Effective Time and so long as the Series B Shares are issued and outstanding, the Purchaser Parties will not propose, and the Purchaser Parties and their respective Affiliates will not vote or cause to be voted any Common Shares with respect to which they are entitled to vote against, any action which would impair the Surviving Entity’s status as a REIT for purposes of the Code, unless a majority of the then Independent Trustees of the Surviving Entity has determined that it would be in the best interests of the Surviving Entity and its shareholders that the Surviving Entity no longer maintain its status as a REIT under the Code.

Certain Post Closing Covenants. (a) At the Closing, BTSL and CRSG shall execute an Escrow Agreement, substantially in the form of Exhibit A to this Agreement (the "Escrow Agreement"), and BTSL shall deliver to the Escrow Agent stock certificates representing 6,467,161 of the shares of CSRG Common Stock issued by CSRG in connection with the 2001 Asset Purchase Agreement (the "Escrowed CSRG Shares"). Following the Closing, CSRG shall pay to BTSL a total of $245,000 in cash (the "Cash Payment") via wire transfer of immediately available funds as follows: (i) $5,000, within five days of the Closing Date; (ii) $40,000, within 15 days of the Closing Date (the "Second Payment"); and (iii) $25,000 per week for each of the eight weeks immediately following the week during which the Second Payment is made, with each of such weekly payments due and payable on the same day of the week that the Second Payment is made. Upon the payment by CSRG of the entire Cash Payment in accordance with the terms of this Section 4.3(a), and subject to the terms of the Escrow Agreement, the Escrow Agent shall deliver to CSRG 2,467,161 of the Escrowed CSRG Shares. (b) At the Closing, CSRG shall receive from BTSL 5,252,839 warrants (collectively, the "BTSL Warrants"), evidenced by a certificate (the "Certificate") substantially in the form of Exhibit B to this Agreement. Upon the Exercise Date (as defined below), all of the BTSL Warrants represented by the Certificate shall, in the aggregate, without any further action on the part of the CSRG, entitle CSRG to receive and automatically be converted into (i) such number of ordinary shares of TecEnergy such that CSRG will own ten percent (10%) of the total outstanding ordinary shares of TecEnergy owned by BTSL, or (ii) in the event that TecEnergy consummates a transaction prior to or on the Exercise Date pursuant to which the ordinary shares of TecEnergy become wholly-owned by a Public Company (as defined below) (a "Public Company Transaction"), ten percent (10%) of the total consideration received by BTSL solely in exchange for BTSL's ordinary shares of TecEnergy in the Public Company Transaction; provided, however, that in the event that the foregoing produces a result which would require the issuance or transfer of any fractional securities, the number of securities which CSRG shall be entitled to receive shall be rounded up to the next whole security so that no fractional securities are issued or transferred. For the purposes of this Agreement, a "Public Company" is a...

Certain Post Closing Covenants. Within 30 days from the Closing Date the Borrower agrees to (a) with respect to the Foreign Subsidiaries listed on Schedule 5.14(a), deliver the certificates and documents (translated into English) that are listed and described in Section 4.01(f)(ii), (b) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(b), deliver the documents and instruments listed and described by Section 4.01(f)(iii) and (c) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(c), deliver certificates of Capital Stock, stock powers and other documents and instruments described in Section 4.01(c)(iii) and/or such other evidence as may be required pursuant to Section 4.01(c)(vii) to evidence that the Administrative Agent (on behalf of the Lenders) holds a perfected, first priority Lien on the Capital Stock of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14(b), the Borrower agrees to cause such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Closing Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Restricted Subsidiaries and listed on Schedule 5.14(c), the Borrower agrees to deliver a letter from its counsel in each applicable jurisdiction setting forth the steps and procedures required to perfect a Lien on the Capital Stock of that Foreign Subsidiary pursuant to the laws of such jurisdiction. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14(a) (b) or (c), until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable opinion of the Agents, such Foreign Subsidiary shall not be deemed to be a "Foreign Subsidiary" for purposes of activities permitted pursuant to Article 6 of this Agreement (other than Sections 6.01(k) and 6.01(l)).

Certain Post Closing Covenants. (a) On or prior to December 17, 2001, the Borrower shall cause the following requirements to be fulfilled with respect to each of the Additional Mortgaged Properties: each Credit Party owner of the Additional Mortgaged Properties shall have (i) executed and delivered to Lender a Mortgage covering all of the Additional Mortgaged Properties, in proper form for recordation in all places to the extent necessary to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on such Additional Mortgaged Properties in favor of Lender (or in favor of such other trustee as may be required or desired under local law) and otherwise in form and substance satisfactory to Lender, (ii) delivered to Lender an opinion of counsel in each state in which any of the Additional Mortgaged Properties are located regarding the Mortgages on such properties in form and substance and from counsel satisfactory to Lender, (iii) delivered to Lender commitments for title insurance coverage, and shall have purchased such coverage and delivered evidence thereof to Lender, all in form and scope satisfactory to Lender, covering all of the Additional Mortgaged Properties and (v) delivered to Lender written fair market value appraisals, in each case satisfactory in form and substance to Lender, in its sole discretion. By no later than December 21, 2001, Borrower shall have delivered to Lender evidence that counterparts of all of the Mortgages referred to in clause (i) above of this Section 5.12 (a) have been recorded in all places to the extent necessary to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on all of the Additional Mortgaged Properties owned by such Credit Party in favor of Lender (or in favor of such other trustee as may be required or desired under local law). (b) On or prior to December 21, 2001, the Borrower shall cause to be delivered to Lender in respect of such Additional Mortgaged Properties current as-built surveys, zoning letters (or zoning title endorsements) and certificates of occupancy. (D) Annex A to the Credit Agreement is hereby amended by adding the following new definition to read in its entirety as follows:

Certain Post Closing Covenants. Within ten business days of the Closing, Buyer and Seller will use best efforts to cause the following to occur:

Certain Post Closing Covenants. (a) Not later than 30 days following the Effective Date (or such later date as may be reasonably acceptable to the Agent) (i) there shall be named as a member of the board of directors of the Borrower an Independent Director and (ii) the Organic Documents of the Borrower shall have been amended, on terms satisfactory to the Agent, to provide that, without the consent of the Independent Director, the Borrower shall not file or subject itself to any voluntary bankruptcy, reorganization, insolvency or similar proceeding, or dissolve or wind-up its business, and provide that the Board of Directors of the Borrower shall consist of two members. For purposes hereof, an "Independent Director" means any individual who is not (i) at the time of his appointment as an Independent Director and during the preceding five years a director, officer or employee of, or a parent, child, spouse or sibling of any such Person, or a supplier or customer of, Holdings, the Borrower, any of their Subsidiaries or any of their Affiliates, or (ii) an individual that has a direct or indirect relationship with Holdings, the Borrower, any of their Subsidiaries or any of their Affiliates which would reasonably be expected to adversely influence the judgement of such individual in carrying out his duties to the Borrower.