Post-Closing Condition Sample Clauses
A Post-Closing Condition is a contractual requirement that must be fulfilled after the completion of a transaction, such as a merger or acquisition. These conditions may include actions like delivering additional documents, obtaining regulatory approvals, or making certain payments after the closing date. By specifying obligations that continue beyond closing, this clause ensures that both parties complete all necessary follow-up actions, thereby reducing the risk of disputes and ensuring the transaction is fully and properly finalized.
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Post-Closing Condition. Within thirty (30) days of the Closing Date (or such longer period as Agent may agree to in its sole discretion), Borrowers shall deliver to Agent a copy of an amendment to the Master Covenant Agreement dated December 21, 2016, by and between GPM and M&T Bank, as amended, restated, amended and restated or otherwise modified from time to time (the “M&T Amendment”), in form and substance satisfactory to Agent, and Agent reserves the right to cause the parties to enter into an amendment to amend any of the covenants described herein based upon its review of the M&T Amendment to conform to the covenants in the M&T agreement after giving effect to the M&T Amendment, except with respect to covenants-that are specific to the parcels of real estate listed in the Master Mortgagee waiver, for which no conforming requirements shall be required.
Post-Closing Condition. As soon as possible, but in any event not later than five (5) Business Days after the Effective Date, Co-Borrowers shall deliver to Bank evidence, satisfactory to Bank in its sole discretion confirming that Upstart Holdings, Inc. is in good standing with the Secretary of State and the Franchise Tax Board in the state of California.
Post-Closing Condition. After the Closing and immediately after giving effect to the transactions contemplated by this Agreement, the consolidated assets of Seller and its subsidiaries will, as of such date, exceed their consolidated debts and liabilities (subordinated, contingent or otherwise), and (ii) Seller and its subsidiaries will be able to pay, as of such date, their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured. For purposes of this Section 5.16, the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.
Post-Closing Condition. The Client and Consultant hereby agree, at the Client’s request, to sign a translated English-Chinese version of this Agreement within 10 business days of the date of this Agreement with the understanding that this Agreement signed on this April 9, 2015 is the formal agreement by and among the Parties and should the Chinese version of certain terms in the later signed agreement conflict with their Chinese counterpart, the English version shall prevail.
Post-Closing Condition. Notwithstanding anything in Section 6.01, after the Closing Date, but prior to the initial Credit Extension, the Borrower shall deliver to the Administrative Agent recorded copies or other evidence of filing of mortgage amendments, assignments or releases, in each case releasing any Receivables and Related Security described in any mortgages filed in favor of the Credit Agreement Agent, in form and substance acceptable to the Administrative Agent.
Post-Closing Condition. Execute and deliver the documents and complete the tasks set forth on Schedule 7.1.20, in each case within the time limits specified on such schedule (unless such time period is extended in writing by the Administrative Agent in its sole discretion).
Post-Closing Condition. The continued obligation of each Lender under the Credit Agreement is subject to:
A. Borrower, successor Administrative Agent and Amegy Bank National Association, within thirty (30) days after the Effective Date, entering into a Deposit Account Control Agreement with respect to all of Borrower’s operating and depository accounts maintained with Amegy Bank National Association.
B. Borrower shall have caused all of its existing crude oil and natural gas Swap Agreements to be novated to a Lender or Affiliate of a Lender on or prior to March 1, 2013.
C. If Borrower fails to consummate its acquisition of certain Oil and Gas Properties from Addison Oil, L.L.C., a Delaware corporation, or any of its affiliates, by April 15, 2013, Borrower shall unwind Swap Agreements for natural gas in aggregate notional volumes of at least 207,000 mmbtu.
Post-Closing Condition. Upon the OrbiMed Satisfaction Date, Bank shall have received the IP Security Agreement.”
8. Section 4.1 of the Agreement hereby is amended and restated in its entirety to read as follows:
Post-Closing Condition. After the Closing and immediately after giving effect to the transactions contemplated by this Agreement, including the making of payments pursuant to Section 3.2 and, if applicable, Section 3.3, (i) the consolidated assets of Seller and its subsidiaries will, as of such date, exceed their consolidated debts and liabilities (subordinated, contingent or otherwise), and (ii) Seller and its subsidiaries will be able to pay, as of such date, their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured. For purposes of this Section, the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.
Post-Closing Condition. As soon as possible, but no later than July I, 2016, Borrower shall deliver to Bank a share pledge agreement duly executed by Borrower or any of its affiliates, pledging to Bank sixty-five percent (65%) of the total outstanding voting capital stock of SurModics Luxembourg S.a r.▇., along with the certificates therefor, if any (and all other documents reasonably requested by Bank in connection therewith; provided , however, that Borrower or any of its affiliates, shall not be required to deliver any legal opinions to Bank with respect to the share pledge agreement).”
2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.
3. Unless otherwise defined, all initially capitalized terms in this Sixth Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Sixth Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.
4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Sixth Amendment, and that no Event of Default has occurred and is continuing.
5. As a condition to the effectiveness of this Sixth Amendment, Bank shall have received, in form and substance satisfactory to Bank:
(a) this Sixth Amendment, duly executed by Borrower;
(b) the Second Amendment to Security Agreement , duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC;
(c) the First Amendment to Continuing Guaranty, duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; and
(d) all reasonable fees and expenses incurred in connection with this Sixtth Amendment and through the date of this Sixth Amendment, which may be debited from any of Borrower's accounts.
6. This Sixth Amendment ...