Certain Post Closing Matters Sample Clauses
Certain Post Closing Matters. (a) The Borrower shall deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment.
(b) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b).
(c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect.
(d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent.
(e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches.
(f) Within forty-five (45) days ...
Certain Post Closing Matters. As promptly as practicable, and in any event within the time periods after the Closing Date specified in Schedule 5.17 or such later date as the Administrative Agent agrees to in writing, the Loan Parties shall deliver the documents or take the actions specified on Schedule 5.17, in each case, in form and substance reasonably satisfactory to the Administrative Agent.
Certain Post Closing Matters. As promptly as practicable after the Closing Date, but in any event within (a) 90 days after the Closing Date, complete all actions, and deliver such documentation (subject to clause (b) below) to the Administrative Agent (including all such foreign-law governed share pledge agreements, certificates, instruments and legal opinions), reasonably required by the Administrative Agent in order to effect, establish, maintain and/or perfect the Administrative Agent’s security interest and liens in the Pledged Foreign Subsidiaries (as defined in the Pledge and Security Agreement), including, without limitation, delivery of the items (or otherwise completing the actions) set forth on Schedule 6.17, and (b) 150 days after the Closing Date, complete all necessary registration of any security documents with foreign Governmental Authorities, and deliver evidence thereof to the Administrative Agent.
Certain Post Closing Matters. (a) The Company agrees that after the Effective Time, to the extent not previously approved by the Board, the Board will promptly take such actions as any Stockholder may reasonably request to waive any “corporate opportunity” or similar right or interest of the Company with respect to, and to waive any conflict of interest arising from, such Stockholder’s relationship with CFL, including such Stockholder’s acquisition of an equity interest in CFL.
(b) The Company will use its reasonable best efforts to submit to the stockholders of the Company at the first annual meeting after the Effective Time the Bylaw/Charter Proposals, the Board of Directors will recommend that the Company’s stockholders approve the Bylaw/Charter Proposals (subject to their fiduciary duties under applicable law) and the Company shall solicit from its stockholders eligible to vote for such proposals proxies in favor of approving the Bylaw/Charter Proposals.
Certain Post Closing Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:
(i) within ninety (90) days after the Closing Date, mortgages in favor of the Applicable Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Loan Parties as may then constitute all or any part of the U.S. PP&E Component or the Canadian PP&E Component, together with such updated title commitments and related real estate due diligence materials as the Administrative Agent may request in accordance with the definition of Eligible Real Property;
(ii) within sixty (60) days after the Closing Date, account control agreements in favor of the Applicable Agent and in form and substance reasonably satisfactory to the Administrative Agent on deposit accounts and securities accounts of the Loan Parties maintained with any institution other than such Applicable Agent;
(iii) within ten (10) days after the Closing Date, the form of Final Order, in form and substance satisfactory to the Administrative Agent in is exclusive discretion, which shall be attached hereto as Exhibit A-3, delivery of which was temporarily waived by the Lenders for the purposes of effectuating the Closing Date;
(iv) within three (3) Business Days after the Bankruptcy Court enters the U.S. Interim Order, orders shall have been made in the Recognition Cases recognizing the U.S. Cases of Smurfit-MBI and SLP Finance General Partnership and granting charges over the assets of each of Smurfit-MBI and SLP Finance General Partnership and otherwise in form satisfactory to the Administrative Agent, which orders shall be in full force and effect and shall not have been stayed, reversed, modified, or amended in any respect without the prior written consent of the Administrative Agent;
(v) within fifteen (15) days after the Closing Date, certificates representing ownership interests in Pledged Collateral (as defined in the Security and Pledge Agreement) that are required to be delivered to the Administrative Agent pursuant to the Security and Pledge Agreement, together with an update to Exhibit E to the Security and Pledge Agreement providing the information contemplated by but not included on such Exhibit E as of the Closing Date;
(vi) on or before March 27, 2009, (A...
Certain Post Closing Matters. (a) Notwithstanding the provisions of Section 4.01(u) hereof, the Company shall and shall cause its applicable Subsidiaries to use all commercially reasonable efforts to enable the applicable Canadian Credit Party to deliver the documents required under Section 4.01(u) with respect to the Real Property located in Edmonton, Canada within 90 days of the date hereof and if such documents cannot be delivered within such 90 day period, the Company shall discuss alternative actions that may be taken with the Administrative Agent and take such actions as may be agreed.
(b) The Company shall and shall cause its applicable Subsidiaries to take all actions reasonably necessary to obtain within 120 days of the date hereof from the trustee or other holder of the industrial revenue bonds relating to the property of Birmingham Crane & Hoist, Inc. in Birmingham, Alabama any waiver or consent necessary to permit Birmingham Crane & Hoist, Inc. to guarantee and pledge its assets to secure the Obliga- tions pursuant to the applicable Security Documents; provided, that in the event that such trustee or holder does not deliver such waiver or consent within such 120 day period, the Company and its applicable Subsidiaries shall deliver the guarantee and pledge contemplated above.
(c) The Company shall, and shall cause its South African Subsidiary to, use all commercially reasonable efforts to obtain the necessary governmental or regulatory authority required to enable the South African Subsidiary to execute a Subsidiary Guarantee.
Certain Post Closing Matters. (a) Parent agrees to cause the Company to repay to GN $3,709,879.67 plus interest accruing at the rate of 7.0% per annum between the Closing and the date of payment with respect to GN's loans to the Company within 10 days after the Closing. Upon such payment GN will confirm in writing that all of GN's loans to the Company are satisfied in full and GN shall release all security interests in the Company's assets.
(b) Parent agrees to use commercially reasonable efforts to obtain the release of the personal guaranties of GN, KN and JL from obligations with respect to [the Tokai equipment lease and the Company's credit cards.]
(c) Parent agrees within 10 days after the Closing either (i) to repay the Company's loans with Nevada Banking Company and terminate the agreement with Nevada Banking Company, or (ii) to obtain the release of all Stockholders guaranties to Nevada Banking Company, including the release of any collateral securing such guaranties.
Certain Post Closing Matters. 77 SECTION 9.19
Certain Post Closing Matters. (a) After the Closing Date, Buyer shall not (i) amend, waive or terminate any of its rights under the ForSight Agreement without obtaining Seller’s prior written consent (which shall not be unreasonably delayed, conditioned or withheld); provided, that no such consent shall be required for an amendment, waiver or termination that will not have a material adverse impact on Seller’s rights hereunder (provided that a copy of any such amendment, waiver or termination is promptly provided to Seller); or (ii) sell, transfer, assign, license or otherwise dispose of all or substantially all of the Purchased Assets to any third party unless such third party assumes and agrees in writing to pay directly to Seller all royalty and other payment obligations owing to Seller hereunder. Notwithstanding any such sale, transfer, assignment, license or other disposition, or assignment and assumption of this Agreement in connection therewith, Buyer shall remain obligated to pay all amounts due to Seller pursuant to Section 1.5(c) in connection with any consideration received by Buyer or any Affiliate (or any of their successors or assigns). Buyer shall promptly provide the Seller a copy of any amendment, waiver, or agreement referred to in this Section 4.4(a).
(b) From and after Closing, Buyer will be solely responsible, at its own expense, for prosecuting, maintaining and enforcing all rights and complying with all obligations with respect the Purchased IP, including the prosecution and maintenance of any Patents arising from the use, research, development, manufacturing or commercialization of the Products, including the Patents included within the Purchased Assets. Buyer will be solely responsible, at its own expense, for promptly preparing and recording all assignments of the Purchased IP, and any such additional instruments or documents necessary to assign, convey or transfer the Purchased IP.
Certain Post Closing Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, within thirty (30) days after the Closing Date or such later date to which the Administrative Agent shall, in its exclusive discretion, agree in writing, the Borrowers shall deliver to the Administrative Agent amendments to the mortgages of record in favor of the Collateral Agent in form and substance reasonably satisfactory to the Administrative Agent, together with such updated title commitments and related real estate due diligence materials as the Administrative Agent may request in accordance with the definition of Eligible Real Property.
(b) Notwithstanding anything to the contrary contained in this Agreement, within forty-five (45) days after the Closing Date or such later date to which the Administrative Agent shall, in its exclusive discretion, agree in writing, the Borrowers shall deliver to the Administrative Agent good standing certificates reflecting that the applicable Borrowers are then in good standing in the jurisdictions listed on Schedule 9.18(b).
(c) All conditions precedent and representations contained in the Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct at the time the respective action is taken in accordance with the foregoing provisions of this Section 9.18. The acceptance of the benefits of the making of each Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that the actions required pursuant to this Section 9.18 will be taken within the relevant time periods referred to in this Section 9.18 and that, at such time, all representations and warranties contained in this Agreement shall then be true and correct without any modification pursuant to this Section 9.18.