Certain Post Closing Covenants Sample Clauses
The "Certain Post-Closing Covenants" clause sets out specific obligations that parties must fulfill after the completion of a transaction, such as a merger or acquisition. These covenants may include requirements like transferring assets, providing ongoing support, or maintaining confidentiality for a defined period following the closing date. By clearly outlining these post-closing responsibilities, the clause ensures that both parties continue to cooperate and meet agreed-upon commitments, thereby reducing the risk of disputes and facilitating a smooth transition after the deal is finalized.
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. (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. In addition to the covenants contained in other sections of this Agreement, each of the Sellers and Shareholders hereby covenant and agree 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) On or before the date the Final Order is entered, the Borrower shall cause each of Canadian-Montana Pipe Line Company and Risk Partners Assurance, Ltd. to guarantee the Obligations and pledge substantially all of its assets to secure such Guaranty; provided that the Borrower shall not be so obligated if, in the reasonable determination of the Agent in its sole discretion, such guarantee or pledge shall cause a material cash tax liability for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) taken as a whole or otherwise impose a material regulatory or other material economic burden on the Borrower and its Subsidiaries (other than Excluded Subsidiaries).
(b) On or before October 3, 2003, the Borrower shall (i) take or cause to be taken such action as is requested by the Agent to cause the Capital Stock of any Subsidiary pledged as Collateral that is represented by an “uncertificated security” for purposes of the UCC to be represented by a “certificated security” for purposes of the UCC and (ii) cause such certificate or instrument to be delivered to the Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC, and otherwise comply with the terms of the Security Agreement with respect to such Capital Stock.
(c) On or before September 23, 2003, the Agent and the Lenders shall have received the business plan of the Borrower and its Subsidiaries (other than Excluded Subsidiaries), which business plan shall include a financial history on a monthly basis for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) for the fiscal period ending June 30, 2004 and projections on a monthly basis for the Fiscal Years ending December 31, 2003 and 2004 (with the projections for Fiscal Year 2003 to be from September 1 through December 31, 2003), prepared by the Loan Parties and in form and substance acceptable to the Agent and the Lenders.
(d) On or before September 26, 2003, the Borrower shall deliver, or cause to be delivered, all original stock certificates, notes and instruments, together with blank undated stock powers (in form reasonably acceptable to the Agent), with respect to all Pledged Collateral (as defined in the Security Agreement).
(e) On or before October 3, 2003, the Borrower shall cause the Capital Stock of Risk Partners Assurance, Ltd. to be pledged to the Agent for the benefit of...
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) 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) The Company shall, and shall cause its applicable subsidiaries to, use their respective reasonable best efforts to (a) ground any aircraft utilized by the Company, its subsidiaries or any of their respective employees (the “Aircraft”), (b) minimize the costs associated with the Aircraft and (c) enter into a sublease or similar agreement with a third party (the “Aircraft Sublease”) that is not in violation of the existing lease or similar agreement governing the lease and/or use of the Aircraft by the Company and/or its subsidiaries, as applicable (the “Aircraft Lease”), which Aircraft Sublease will (i) provide for, among other things, the assumption and assignment of certain rights and obligations of the Company and/or its Subsidiaries, as applicable, under the Aircraft Lease by such third party and (ii) be reasonably satisfactory to the Purchaser.
(b) The Company shall, and shall cause its applicable subsidiaries to, use their respective reasonable best efforts to negotiate amendments with applicable counterparties to those real property leases pursuant to which the Company or its subsidiaries is a lessee and the lessor is or is beneficially owned by one or more current or former officers, directors, managers or equityholders of the Company or any of its subsidiaries (the “Related Real Property Leases”) such that the terms of the Related Real Property Leases (a) provide for terms of no greater than five (5) years from the date hereof, (b) reflect fair market rental rates and other terms and conditions as would appear in an arms’-length transaction and (c) provide an option for the Company or its subsidiary, as applicable, to purchase the underlying real property for fair market value.
(c) The Company shall, and shall cause its applicable subsidiaries to, use their respective reasonable best efforts to execute upon all of the cost savings identified in the cost reduction plan provided to CPPIB prior to the date hereof and set forth on Schedule 5.3(c).
Certain Post Closing Covenants. The Company covenants and agrees with the Investors (except that (x) Section 8.1 shall be for the benefit of JPMIC and IAB only and (y)