Conditions Subsequent to the Closing Date Sample Clauses
The "Conditions Subsequent to the Closing Date" clause defines specific obligations or actions that must be fulfilled by one or more parties after the transaction has closed. Typically, these conditions might include delivering certain documents, obtaining regulatory approvals, or completing post-closing adjustments within a set timeframe. This clause ensures that essential post-closing requirements are clearly outlined and enforceable, thereby reducing the risk of disputes and ensuring the transaction is fully completed as intended.
Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause the Subsidiaries to deliver to the Administrative Agent by the dates indicated below (which dates may be extended by the Administrative Agent at its sole discretion, other than in respect of clause (e)) the following:
(a) subject to Section 4.01 of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded Accounts), duly executed by each depositary bank referred to in the U.S. Security Agreement;
(b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable Subsidiary, together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid,
(ii) with respect to the Mortgaged Properties, fully paid First American Title Insurance Company’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Ad...
Conditions Subsequent to the Closing Date. Company shall fulfill, on or before the date applicable thereto (which date can be extended in writing by the Administrative Agent in its sole discretion), each of the conditions subsequent specified in Section 5.15.
Conditions Subsequent to the Closing Date. Borrower shall fulfill, on or before the date applicable thereto (which date can be extended in writing by Administrative Agent in its sole discretion), each of the conditions subsequent specified in Section 5.12.
Conditions Subsequent to the Closing Date. Furnish to the Administrative Agent such items or take such actions as are set forth on Schedule 6.16 that were not delivered or taken on or prior to the Closing Date within the applicable time periods set forth on such Schedule 6.16 (which time periods may be extended at the sole discretion of the Administrative Agent).
Conditions Subsequent to the Closing Date. The Agent shall have received the following, no later than ten (10) Business Days after the Closing Date, each in form and substance satisfactory to the Agent and the Required Holders:
(a) Consents. The Third Party Consents.
Conditions Subsequent to the Closing Date. Company shall fulfill, on or before the date applicable thereto (which date can be extended in writing by the Administrative Agent in its sole discretion), each of the conditions subsequent set forth below (the failure by Company to so perform or cause to be performed constituting a Event of Default).
Conditions Subsequent to the Closing Date. The obligation of the ----------------------------------------- Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days of the Closing Date, deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.7, the form and substance of which shall ----------- be satisfactory to Agent and its counsel;
(b) upon the earlier to occur of (i) 30 days after the Closing Date and (ii) the date upon which the first Advance or other extension of credit (other than the Initial Advance made on the Closing Date) is made, the delivery to Agent of an updated Schedule 5.6(c), which shall include all information required by Section 5.6(c) --------------- -------------- with respect to all Foreign Subsidiaries and an updated Schedule II to the Pledge Agreement, which shall include all information required by the Pledge Agreement with respect to the Foreign Subsidiaries;
(c) upon the earlier to occur of (i) 60 days after the Closing Date and (ii) the date upon which the first Advance or other extension of credit (other than the Initial Advance made on the Closing Date) is made, the delivery to Agent of fully-executed Cash Management Agreements and Control Agreements;
(d) upon the earlier to occur of (i) 30 days after the Closing Date and (ii) the date upon which the first Advance or other extension of credit (other than the Initial Advance made on the Closing Date) is made, the delivery to Agent of certificates representing 66-2/3% of the outstanding shares of Stock of Sliver Blue, Ventiv Health Germany GmbH and Ventiv Holding UK, together with Stock powers (or other appropriate share transfer forms) with respect thereto, undated and endorsed in blank;
(e) upon the earlier to occur of (i) 30 days after the Closing Date and (ii) the date upon which the first Advance or other extension of credit (other than the Initial Advance made on the Closing Date) is made, the delivery to Agent of Collateral Access Agreements with respect to the following locations: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇;
(f) upon the earlier to occur of (i) 30 days after the C...
Conditions Subsequent to the Closing Date. Parent and the Borrowers agree to deliver and cause the Subsidiaries to deliver to the Administrative Agent each item listed on Schedule 5.16 by the dates indicated thereon (which dates may be extended by the Administrative Agent at its sole discretion).
Conditions Subsequent to the Closing Date. (a) Each Loan Party agrees that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Financing Documents, including, without limitation, those conditions set forth in Section 3.1 and Section 3.2, each applicable Loan Party shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (it being understood that (i) the failure by any Loan Party to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Financing Document to be breached, the Required Lenders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 3.3):
Conditions Subsequent to the Closing Date. The obligation of Lender to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform or cause to be performed constituting an Event of Default):
(a) within 30 days after the Closing Date, deliver to Lender certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be reasonably satisfactory to Lender and its counsel;
(b) within 30 days after the Closing Date, deliver to Lender Control Agreements with respect to Account Number 4120908090 maintained with ▇▇▇▇▇ Fargo Bank, N.A., and Account Numbers ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 46891734, 96567334, 93514309 and 26406076 maintained with Citibank, N.A. in form and substance reasonably satisfactory to Lender, all as are required by Section 2.7, the structure and terms and conditions of which shall be reasonably satisfactory to Lender and its counsel;
(1) use its best efforts to deliver to Lender Mortgages, with the consent of the landlord where such consent is required pursuant to the applicable lease, and Collateral Access Agreements with respect to the Borrower's leasehold interests in Real Property occupied by Borrower with respect to leases entered into after the Closing Date and (2) within 30 days after the Closing Date, use its best efforts to deliver to Lender Mortgages, with the consent of the landlord where such consent is required pursuant to the applicable lease, and Collateral Access Agreements with respect to the Guarantors' leasehold interests in the five locations specified in the definition of Major Premises, all in form and substance reasonably satisfactory to Lender and its counsel;
(d) within 60 days after the Closing Date, deliver to Collateral Agent a certificate of status with respect to Borrower, for the jurisdiction of New York, such certificate to be issued by the appropriate officer of the jurisdiction;
(e) within 180 days after the Closing Date, deliver to Lender a certificate of status with respect to Manhattan Bagel Inc. for the jurisdictions of New York, New Jersey and South Carolina and with respect to I. & J. Bagel, Inc. for the jurisdiction of California, such certificates to be issued by the appropriate officer of the jurisdiction;
(f) within 30 days after the Closing Date, deliver to Lender a list of all Material Agreements and materi...