Post-Closing Conditions Clause Samples
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Post-Closing Conditions. The obligation of the Escrow Agent to ------------------------ deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion:
(i) Delivery of such copies of the Company's books and records as indicated by Buyer;
(ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation;
(iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a);
(iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein;
(v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and
(vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer.
Post-Closing Conditions. (a) If, within fourteen (14) days of the date of execution of this Sublease by both parties (or such later date as the parties may agree in writing), Subtenant and the Main Landlord fail to execute a lease for the Building for a term commencing April 1, 2013, as well as a lease for the premises located at 2▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “22 Firstfield Premises”), for a term commencing April 1, 2014, Sublandlord and Subtenant shall each have the right to terminate this Sublease upon written notice to the other within seven (7) days, whereupon Sublandlord shall return the Security Deposit in accordance with Section 5 and neither party shall have any further obligation to the other pursuant to this Sublease.
(b) If within fourteen (14) days of the date of execution of this Sublease by both parties (or such later date as the parties may agree in writing), Sublandlord and the Main Landlord fail to execute an amendment to the lease in effect on the date hereof between Sublandlord and the Main Landlord with respect to the Building and an amendment to the lease in effect on the date hereof between Sublandlord and the Main Landlord with respect to the 22 Firstfield Premises, Sublandlord and Subtenant shall each have the right to terminate this Sublease upon written notice to the other within seven (7) days, whereupon Sublandlord shall return the Security Deposit in accordance with Section 5 and neither party shall have any further obligation to the other pursuant to this Sublease.
(c) If within fourteen (14) days of the date of execution of this Sublease by both parties (or such later date as the parties may agree in writing), the Consent has not been obtained from the Main Landlord under this Sublease or under the sublease between Sublandlord and Subtenant for the 22 Firstfield Premises, Sublandlord and Subtenant shall each have the right to terminate this Sublease upon written notice to the other within seven (7) days, whereupon Sublandlord shall return the Security Deposit in accordance with Section 5 and neither party shall have any further obligation to the other pursuant to this Sublease.
Post-Closing Conditions. On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:
Post-Closing Conditions. (a) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received the following control agreements, in each case in form and substance satisfactory to the Administrative Agent:
(i) A deposit account control agreement executed by the Borrower, the Administrative Agent and National Bank of Canada with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at National Bank of Canada;
(ii) A deposit account control agreement executed by the Borrower, the Administrative Agent and The Toronto-Dominion Bank with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at The Toronto-Dominion Bank;
(iii) A deposit account control agreement executed by the Borrower, the Administrative Agent and Bank of America, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at Bank of America, N.A.;
(iv) A deposit account control agreement executed by the Borrower, the Administrative Agent and Bank of Montreal with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at Bank of Montreal;
(v) All other control agreements which the Administrative Agent requires to be delivered pursuant to the Collateral Agreement, in each case in form and substance satisfactory to the Administrative Agent.
(b) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received any warehouse or similar agreement, and any other ancillary documentation, required to be delivered thereto pursuant to Section 4.6(b) of the Collateral Agreement (or, if any such warehouse or similar agreement, and any other ancillary documentation, has not been delivered by such date, the Borrower shall take all actions required by the Administrative Agent pursuant to Section 4.6(b) in connection therewith).
Post-Closing Conditions. Within 60 days following the First Amendment Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Collateral Agent shall have received the following with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing Mortgaged Property”): (a) to the extent requested by the Collateral Agent, an amendment to each existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable Law, in each case in form and substance reasonably satisfactory to the Collateral Agent, (b) with respect to each Mortgage Amendment, to the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) shall be in form and substance reasonably satisfactory to the Collateral Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such property.
Post-Closing Conditions. (a) Prior to July 14, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received (a) a duly executed copy of each applicable Foreign Pledge Document with respect to a pledge of sixty-five percent (65%) of the total outstanding Capital Stock of Bowater-Korea Co., Ltd., including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of the Republic of Korea) evidencing the Capital Stock of Bowater-Korea Co., Ltd., together with an appropriate undated stock power for each certificate duly executed in blank by the Original Borrower), (b) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent in connection therewith (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to Bowater-Korea Co., Ltd., the Loan Documents and such other matters as the Administrative Agent shall reasonably request), and (c) such other documents and certificates as may be reasonably requested by the Administrative Agent (in consultation with the Original Borrower), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, subject to Section 12.3, the Administrative Agent may waive any or all of the requirements contained in this Section 5.4 to the extent that, in the sole discretion of the Administrative Agent, they are impracticable or pose a materially undue burden on the Original Borrower or Bowater-Korea Co., Ltd.
Post-Closing Conditions. Within thirty (30) days after the Closing Date, Borrower shall deliver to Bank evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and additional insured clauses or endorsements in favor of Bank.
Post-Closing Conditions. The Borrower shall deliver, or shall cause to be delivered, and shall perform each of the following, in each case in form and substance satisfactory to the Lender:
(a) within thirty (30) days after the Closing Date (or such later date as may be agreed by the Lender in writing, in its discretion), such endorsements to the Borrower’s insurance policies as may be required by this Agreement and the Collateral Documents;
(b) within ninety (90) days after the Closing Date (or such later date as may be agreed by the Lender in writing, in its discretion), a survey of the Mortgaged Property, together with such amendments and/or endorsements to the title insurance policy as the Lender may reasonably require;
(c) within ninety (90) days after the Closing Date (or such later date as may be agreed by the Lender in writing, in its discretion), permit representatives of the Lender to visit and inspect any of the Borrower’s properties (such inspection, the “Post-Closing Field Exam”), to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to verify the amount and age of the accounts receivable, the identity and credit of the respective account debtors, to review the billing practices of the Borrower and to discuss the Loan Parties’ respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all to the Lender’s reasonable satisfaction; and
(d) within five (5) Business Days after the Closing Date (or such later date as may be agreed by the Lender in writing, in its discretion), evidence that the Borrower’s insurance policies have been renewed.
Post-Closing Conditions. On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:
Post-Closing Conditions. Within 45 days after the Effective Date, Borrower deliver to Agent, evidence satisfactory to Agent that the insurance policies and endorsements required by Section 5.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Agent.