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. (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. 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) 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) Within 45 days after the Closing Date, Borrower shall (i) use reasonable commercial efforts to obtain from each Person identified on Schedule 5.13 (a) an acknowledgment letter in favor of Collateral Agent, for the benefit of Lenders, in the form of Exhibit N with respect to each corresponding agreement listed on such Schedule 5.13(a). (ii) use reasonable commercial efforts to ensure the delivery to the Collateral Agent, in the case of each Leasehold Property listed on Schedule 3.1 in respect of which one was not delivered prior to the Closing Date pursuant to Section 3.1(g)(v), a Landlord Personal Property Collateral Access Agreement with respect thereto; and (iii) use reasonable commercial efforts to obtain a consent to the collateral assignment to Collateral Agent, Syndication Agent and Lenders of rights existing under all Material Contracts listed on Schedule 5.13(b), such consent in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent, on behalf of the Lenders, hereby acknowledges and agrees that the use of reasonable commercial efforts shall not require Borrower or its Subsidiaries to pay money (other than reasonable fees) or waive any contractual or other rights in order to obtain such consent. (b) Within 45 days after the Closing Date, Holding Company shall deliver to Agents and Lenders a Management Services Agreement entered into by Holding Company and each Unrestricted Subsidiary designed to fairly and equitably allocate overhead and management costs and expenses incurred by Holding Company for the benefit of Unrestricted Subsidiaries 108 116 among the Unrestricted Subsidiaries and require Unrestricted Subsidiaries to reimburse Holding Company for such allocated amounts on fair and equitable terms. (c) Within forty-five (45) days after the Closing Date, the Borrower shall furnish to the Collateral Agent (which Collateral Agent shall promptly furnish to the Lenders if requested) post-closing searches made with respect to the personal or mixed property (including fixtures) of the Credit Parties, reflecting the filing of the UCC Financing Statements referred to in Section 3.1(g)(iii) hereof. (d) Within forty-five days of the acquisition of a new Leasehold Property (at which Collateral having an aggregate book value in excess of $1,000,000 is to be located) by any Credit Party, such Credit Party shall deliver to the Collateral Agent, a Landlord Personal Property Collateral Access Agreement. Each Credit Party shall not p...

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