Post-Closing Clause Samples
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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. 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. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to:
(i) deliver to the Agent no later than 60 days after the Closing Date, the audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect to the Acquired Theatres for the Fiscal Years then ended, certified by KPMG LLP;
(ii) deliver to the Agent no later than 60 days after the Closing Date (which time period may be extended in the Agent’s discretion), (1) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas;
(iii) use commercially reasonable efforts to deliver to the Agent no later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall;
(iv) deliver to the Agent no later than 180 days after the Closing Date (which time period may be extended in the Agent’s discretion), either (1) (x) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or (2) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreement.
(v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003...
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. COVENANTS The parties agree as follows with respect to the period following the Closing: 14.1
Post-Closing. Notwithstanding anything to the contrary contained herein or any other Transaction Document, each applicable Grantor shall:
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. (i) Following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors.
(ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, an...
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.