Post-Closing Action. In the event that subsequent to the Closing Seller receives written notice of the commencement by any Governmental Entity (including without limitation the FCC) against Seller of any investigation, litigation, arbitration or other action or proceeding relating to any of the Acquired Assets (including without limitation any FCC Licenses) (a “Post-Closing Action”), then Seller shall give written notice thereof, together with a statement of any available information regarding such Post-Closing Action, to the Purchaser within (30) thirty days after receipt of such notice. If the Purchaser determines in its sole discretion that such Post-Closing Action could have an adverse effect on the Purchaser or its assets or operations, then the Purchaser such shall have the right in its sole discretion to conduct the defense of, and to settle, any such Post-Closing Action, and be fully indemnified therefor subject to the terms and conditions of this Agreement; provided, however, Purchaser agrees to consult with Seller prior any settlement on any Post-Closing Action and Purchaser has no authority to admit any wrong-doing or liability on Seller’s behalf. The parties will cooperate fully with each other in connection with the defense of any such Post-Closing Action. It is acknowledged and agreed that nothing in this Section 4.13 shall limit the rights and remedies of the Purchaser Indemnified Parties under ARTICLE 6.
Post-Closing Action. Fail to deliver to the Administrative Agent the items described on Schedule 7.16 within the applicable time period specified therein.
Post-Closing Action. Within 30 days after the Amendment/Restatement Effective Date, cause to be delivered:
Post-Closing Action. Not later than 90 days after the Sixth Amendment Effective Date (or such later date as the Administrative Agent may reasonably agree), HMS Funding I LLC shall deliver a Custodial Agreement with respect to its account number 104791304165, FFC 172148 with U.S. Bank, N.A. All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the action described above within the time period specified thereon), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 5.32.
Post-Closing Action. Within 30 days following the Closing Date, deliver to the Administrative Agent a favorable opinion of local counsel in Michigan to each of Xxxxxxx Brass Co., Xxxxxxx Industrial Realty Co. and Xxxxxxx Fittings Co., Inc., a favorable opinion of local counsel in Mississippi to each of Itawamba Industrial Gas Company and Xxxxxxx Press Co. and a favorable opinion of local counsel in Pennsylvania to Precision Tube Company, Inc., in each case addressed to the Administrative Agent and each Lender, addressing the matters set forth in Exhibit G (to the extent such matters are not included in the opinion delivered pursuant to Section 4.01(a)(v) with respect to such Person) and in form and substance satisfactory to the Administrative Agent.
Post-Closing Action. Subsequent to the Closing Date, Seller ------------------- shall, and shall cause any subsidiary of Seller to, from time to time execute and deliver, upon the request of Purchaser, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Purchaser to effect, record or verify the transfer to and vesting in Purchaser of full right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances, (except as specified in Section 3.5(a) of the Seller Disclosure Letter) in accordance with the terms of this Agreement.
Post-Closing Action. Fail to deliver to the Lender a lenders’ loss payable endorsement, in form and substance reasonably satisfactory to the Lender, with respect to the insurance policies of the Loan Parties within sixty (60) days of the Closing Date (or such later date as the Lender shall agree in its sole discretion).
Post-Closing Action. The Buyers shall not (and shall cause the Company not to) amend any Tax Return relating to the Company for any Pre-Closing Tax Period (or portion thereof) or take any other action with respect to any Pre-Closing Tax Period (or portion thereof) that may reasonably be expected to result in any new or increase in Tax for which a Seller would be liable without the Seller Representative’s prior written consent, such consent not to be unreasonably withheld.
Post-Closing Action. LIFE shall undertake all necessary and appropriate action on and subsequent to the Closing Date in order to supplement the Prospectus contained as a part of the Registration Statement one or more times as is required by the rules of the Commission or as is determined appropriate by LIFE and its legal counsel, thereby permitting the continuous delivery of such Prospectus to the Managing Members, which delivery shall be effected in order to distribute the Preferred Stock constituting the Purchase Consideration to the Managing Members.
Post-Closing Action. Immediately following occurrence of Closing, the Seller shall and the Buyer as then new sole shareholder of the Company and Olympia shall – to the extent legally permissible – procure that the Company and Olympia enter into a transition service agreement ("TSA") attached hereto as Schedule 5.4. Immediately following occurrence of Closing, the Buyer shall procure to the extent legally permissible that the resignation of the management director of the Company Mr. Xxxxxx Xxxxxx is filed with the commercial register.
