Post-Closing Clause Samples
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Post-Closing. In the event Magellan, any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar to the Facilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Fa...
Post-Closing. Notwithstanding anything to the contrary contained herein or any other Transaction Document, each applicable Grantor shall:
Post-Closing. The Borrower shall execute and deliver the documents and complete the tasks set forth on Schedule 5.13 of the Disclosure Letter, in each case within the time limits specified on such schedule subject to the extension by the Administrative Agent in its sole discretion.
Post-Closing. (a) Within 90 days after the Closing Date (or such longer period as agreed by the Agent), the Borrower shall deliver or cause to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, (iii) an ALTA 2006 loan policy of title insurance in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrow...
Post-Closing. COVENANTS The parties agree as follows with respect to the period following the Closing: 14.1
Post-Closing. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer or conveyance to Proginet of Beta America’s right, title and interest in and to the Beta America Contracts would result in a breach of said Beta America Contracts or would require any third-party consents which shall not have been obtained prior to the sixtieth (60th) day following the Closing Date (after Beta America’s commercially reasonable efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof. If consents are not obtained from third-parties prior to such time, Beta America shall use commercially reasonable efforts to cooperate with Proginet in obtaining any commercially reasonable and lawful arrangements designed to provide to Proginet the full benefits of use of the respective Beta America Contracts and, provided that Proginet receives such benefit of use thereof, Proginet shall satisfy all contractual obligations, if any, corresponding thereto. Once such third-party consents are obtained, Beta America shall promptly assign, transfer, convey and deliver such Beta America Contracts to Proginet for no additional consideration. To the extent that any such Beta America Contracts cannot be transferred or the full benefits of use of any such Beta America Contracts cannot be provided to Proginet following the Closing Date, then (i) Proginet and Beta America shall enter into such arrangements for no additional consideration from Proginet (including sublicensing, subleasing or subcontracting to the extent permitted) to provide Proginet the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such consents or (ii) for customers based in Europe, the Parties may mutually agree in writing to have such agreements governed by the Master Distributor Agreement. In such event, any such retained Beta America Contracts shall no longer be considered assigned pursuant to this Agreement.
(b) Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer or conveyance to Beta America of Proginet’s right, title and interest in and to the Proginet Contracts or the Secur-Line Contracts would result in a breach of said Proginet Contracts or Secur-Line Contracts or would require any third-party consents which shall not have been obtained prior to the sixtieth (60th) day following the Closing Date (after Proginet’s ...
Post-Closing. Satisfy the requirements set forth on Schedule 6.10, on or before the date set forth opposite such requirements or such later date as consented to by the Administrative Agent in its reasonable discretion.
Post-Closing. Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).
Post-Closing. (a) With respect to each Closing Date Mortgaged Property, cause the Collateral and Guarantee Requirement to be satisfied.
(b) Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).
Post-Closing. (A) The Issuer will, and will cause each of the Subsidiaries to, take all necessary actions to satisfy the requirements set forth in Schedule 3.22.