Common use of Post-Closing Items Clause in Contracts

Post-Closing Items. (i) Within 30 days of the Closing Date, duly executed Control Agreements (or, with respect to any bank account of an Obligor located outside of the United States, other documentation satisfactory to Purchaser Agent in its sole discretion in order to provide Purchaser Agent with a first-priority perfected security interest in such account) in respect of each of the deposit accounts and securities accounts of each Obligor other than Excluded Accounts. (ii) Within 10 Business Days of the Closing Date, additional insured or lenders’ loss payee endorsements, as applicable, in each case in favor of Purchaser Agent and in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors. (iii) Within 30 days of the Closing Date, a permanent record, in form reasonably satisfactory to Purchaser Agent, of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to the Closing Date (e.g., a USB drive containing copies of such documents and deliverables). (iv) Without limiting the application of Section 5.06(e), within 90 days of the Closing Date, the Obligors as of the Closing Date shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (v) For a period of at least 180 days following the Closing Date, the Company and its Subsidiaries shall use their commercially reasonable best efforts to deliver to Purchaser Agent a landlord waiver and collateral access agreement with regard to each of the Obligors’ locations set forth in the Perfection Certificate, except for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (vi) Within 90 days of the Closing Date, the Company and its Subsidiaries shall deliver to Purchaser Agent a leasehold mortgage or deed of trust, as applicable, in form and substance reasonably satisfactory to Purchaser Agent in favor of the Purchaser Agent for the benefit of the Purchasers with respect to the properties listed on Schedule 2.03(c)(vi) to the Disclosure Letter; provided, that such mortgages and deeds of trust shall not (i) require the Company and its Subsidiaries to restate (or bringdown) the representations set forth in Article 3 of this Agreement (other than representations and warranties customary for mortgages and deeds of trust) or (ii) include representations, covenants or conditions that conflict with or contravene the provisions of this Agreement. (vii) Within 180 days of the Closing Date, the Company shall sell for cash the corporate bonds and European bonds listed on Schedule 5.11(a)(v) to the Disclosure Letter.

Post-Closing Items. (ia) Within 30 days of the Closing Date, duly executed Control Agreements (or, with respect to any bank account of an Obligor located outside of the United States, other documentation satisfactory to Purchaser Agent in its sole discretion in order to provide Purchaser Agent with a first-priority perfected security interest in such account) in respect of each of the deposit accounts and securities accounts of each Obligor other than Excluded Accounts. (ii) Within 10 Business Days of the Closing Date, additional insured or lenders’ loss payee endorsements, as applicable, in each case in favor of Purchaser Agent and in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors. (iii) Within 30 days of the Closing Date, a permanent record, in form reasonably satisfactory to Purchaser Agent, of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to the Closing Date (e.g., a USB drive containing copies of such documents and deliverables). (iv) Without limiting the application of Section 5.06(e), within 90 days of the Closing Date, the Obligors as of the Closing Date shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (v) For a period of at least 180 days following the Closing Date, the Company and its Subsidiaries Borrowers shall use their commercially reasonable best efforts to deliver to Purchaser Agent a landlord waiver with respect to Parent’s lease of its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in form and collateral access agreement substance reasonably satisfactory to Agent and the Required Lenders on or before the date 30 days from the Closing Date; (b) Borrowers shall use their commercially reasonable efforts to deliver a landlord waiver with regard respect to each Parent’s lease of the Obligors’ locations set forth in the Perfection Certificate, except for the property located offices at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇.▇ in form and substance reasonably satisfactory to Agent and the Required Lenders on or before the date 30 days from the date of the inception of Parent’s lease with respect to such offices; (vic) Within 90 days of the Closing Date, the Company and its Subsidiaries Borrowers shall deliver a deposit account control agreement with respect to Purchaser Agent a leasehold mortgage or deed of trustParent’s account number [redacted] at ▇▇▇▇▇ Fargo Bank, as applicableNA, in form and substance reasonably satisfactory to Purchaser Agent in favor and the Required Lenders on or before the date 30 days from the Closing Date; (d) Borrowers shall deliver a copy of the Purchaser Borrowers’ policies and certificates of insurance including any endorsements showing Agent as loss payee (for the benefit of Lenders) and showing Agent and each Lender as an additional insured, in form and substance reasonably satisfactory to Agent and the Purchasers Required Lenders on or before the date 30 days from the Closing Date; (e) Borrowers shall deliver the certificate(s) for the Shares, together with Assignment(s) separate from Certificates, duly executed by the ▇▇▇▇▇▇▇ in blank, in form and substance reasonably satisfactory to Agent and the Required Lenders on or before the date 3 Business Days from the Closing Date; and (f) Borrowers shall deliver a deposit account control agreement with respect to Parent’s account number [redacted] at Silicon Valley Bank in form and substance reasonably satisfactory to Agent and the properties listed Required Lenders on Schedule 2.03(c)(vi) to or before the Disclosure Letter; provided, that such mortgages and deeds of trust shall not (i) require the Company and its Subsidiaries to restate (or bringdown) the representations set forth in Article 3 of this Agreement (other than representations and warranties customary for mortgages and deeds of trust) or (ii) include representations, covenants or conditions that conflict with or contravene the provisions of this Agreement. (vii) Within 180 days of date 5 Business Days from the Closing Date, the Company shall sell for cash the corporate bonds and European bonds listed on Schedule 5.11(a)(v) to the Disclosure Letter.

Post-Closing Items. Following the First Purchase Date, Issuer agrees to: (ia) Within 30 days of the Closing Date, duly executed Control Agreements Effective Date (or, with respect to any bank account of an Obligor located outside of the United States, other documentation satisfactory or such later date acceptable to Purchaser Agent in its sole discretion in order to discretion), provide Purchaser Agent with a first-priority perfected security interest landlord’s consent in such account) in respect favor of Purchaser Agent for each of Issuer’s leased locations, by the deposit respective landlord thereof, together with the duly executed signatures thereto, and a bailee waiver in favor of Purchaser Agent from each third party bailee, together with the duly executed signatures thereto, in each case, to the extent any Collateral at such location is valued in excess of $1,000,000 as of the Effective Date; (b) Within 30 days of the Effective Date (or such later date acceptable to Purchaser Agent in its sole discretion), provide Purchaser Agent with an ACH authorization and Control Agreement in favor of Purchaser Agent for each of Issuer’s accounts and securities accounts of each Obligor other than (except for Excluded Accounts.), including, for the avoidance of doubt, the Designated Deposit Account; (iic) Within 30 days of the Effective Date (or such later date acceptable to Purchaser Agent in its sole discretion), provide Purchaser Agent with evidence satisfactory to Purchasers that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect; and (d) Within 10 Business Days of the Closing Date, additional insured Effective Date (or lenders’ loss payee endorsements, as applicable, in each case in favor of such later date acceptable to Purchaser Agent and in its sole discretion), deliver, or cause to be delivered, signed letters in form and substance satisfactory to the Purchaser Agent to each depositary bank of Issuer, with respect to all property and general liability insurance policies of the Obligors. (iii) Within 30 days of the Closing Date, which a permanent record, in form reasonably satisfactory to Purchaser Agent, of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to the Closing Date (e.g., a USB drive containing copies of such documents and deliverables). (iv) Without limiting the application of Section 5.06(e), within 90 days of the Closing Date, the Obligors as of the Closing Date shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (v) For a period of at least 180 days following the Closing Date, the Company and its Subsidiaries shall use their commercially reasonable best efforts to deliver to Purchaser Agent a landlord waiver and collateral access control agreement with regard to each of the Obligors’ locations set forth in the Perfection Certificate, except for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (vi) Within 90 days of the Closing Date, the Company and its Subsidiaries shall deliver to Purchaser Agent a leasehold mortgage or deed of trust, as applicable, in form and substance reasonably satisfactory to Purchaser Agent exists in favor of the Purchaser Agent for the benefit Western Alliance Bank in respect of the Purchasers with respect to the properties listed on Schedule 2.03(c)(vi) to the Disclosure Letter; providedExisting Indebtedness, that terminating such mortgages and deeds of trust shall not (i) require the Company and its Subsidiaries to restate (or bringdown) the representations set forth in Article 3 of this Agreement (other than representations and warranties customary for mortgages and deeds of trust) or (ii) include representations, covenants or conditions that conflict with or contravene the provisions of this Agreementcontrol agreements. (vii) Within 180 days of the Closing Date, the Company shall sell for cash the corporate bonds and European bonds listed on Schedule 5.11(a)(v) to the Disclosure Letter.

Post-Closing Items. (i) Within 30 forty-five (45) days of the Closing DateDate (or such longer period as the Purchaser Agent may agree in its sole discretion), the Obligors shall deliver duly executed Control Agreements (or, with respect to any bank account of an Obligor located outside of the United States, other documentation satisfactory to Purchaser Agent in its sole discretion in order to provide Purchaser Agent with a first-priority perfected security interest in such account) in respect of each of the deposit accounts and securities accounts of each such Obligor (other than Excluded Accounts) in existence on the Closing Date. (ii) Without limiting the application of Section 5.06(e), within ninety (90) days of the Closing Date, Parent and its Subsidiaries shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks, unless otherwise permitted under Section 5.06(e). (iii) Within 10 sixty (60) days of the Closing Date (or such longer period as the Purchaser Agent may agree in its sole discretion), each Obligor shall use commercially reasonable efforts to obtain a landlord waiver and collateral access agreement, as applicable with regard to each of the Obligors’ locations set forth in the Perfection Certificate as of the Closing Date . (iv) Within two (2) Business Days of the Closing Date, additional insured or lenders’ loss payee endorsements, as applicable, in each case in favor of Purchaser Agent and in form and substance satisfactory the Company shall deliver to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors. (iii) Within 30 days of the Closing Date, a permanent record, in form reasonably satisfactory to Purchaser Agent, of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to the Closing Date (e.g., a USB drive containing copies of such documents and deliverables). (iv) Without limiting the application of Section 5.06(e), within 90 days of the Closing Date, the Obligors as of the Closing Date shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (v) For a period of at least 180 Within 90 days following the Closing DateDate (or such longer period as the Purchaser Agent may agree in its sole discretion), the Company and its Subsidiaries shall use their commercially reasonable best efforts to Obligors will deliver to an executed leasehold mortgage in favor of the Purchaser Agent a landlord waiver and collateral access agreement with regard to each for the benefit of the Obligors’ locations set forth in the Perfection Certificate, except for the property located at Purchasers with respect to 2525 ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (vi) Within 90 days of the Closing Date, the Company and its Subsidiaries shall deliver to Purchaser Agent a leasehold mortgage or deed of trust, as applicable, in form and substance reasonably satisfactory to Purchaser Agent in favor of the Purchaser Agent for the benefit of the Purchasers with respect to the properties listed on Schedule 2.03(c)(vi) to the Disclosure Letter; provided, that such mortgages and deeds of trust shall not (i) require the Company and its Subsidiaries to restate (or bringdown) the representations set forth in Article 3 of this Agreement (other than representations and warranties customary for mortgages and deeds of trust) or (ii) include representations, covenants or conditions that conflict with or contravene the provisions of this Agreement. (vii) Within 180 days of the Closing Date, the Company shall sell for cash the corporate bonds and European bonds listed on Schedule 5.11(a)(v) to the Disclosure Letter.

Post-Closing Items. (a) Obligors shall deliver to Administrative Agent, not later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree): (i) Within 30 days an endorsement to each insurance policy of the Closing Date, duly executed Control Agreements Obligors providing liability coverage designating the Administrative Agent (or, with respect to any bank account of and its successors and/or assigns) as an Obligor located outside of the United States, other documentation satisfactory to Purchaser Agent in its sole discretion in order to provide Purchaser Agent with a first-priority perfected security interest in such account) in respect of each of the deposit accounts and securities accounts of each Obligor other than Excluded Accounts.additional insured thereunder; (ii) Within 10 Business Days an endorsement to each casualty insurance policy of the Closing Date, additional insured or lenders’ Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee endorsements, and/or mortgagee (as applicable, in each case in favor of Purchaser Agent and in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors.) thereunder; and (iii) Within 30 days an endorsement to each insurance policy of the Closing DateObligors pursuant to which the insurer agrees that it will give Administrative Agent thirty (30) days (or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceled). (b) Obligors shall cause, a permanent record, in form reasonably satisfactory to Purchaser Agent, of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to not later than sixty (60) days after the Closing Date (e.g.or such later date as the Administrative Agent may agree), Pixalere Healthcare USA, LLC to become joined to this Agreement as a USB drive containing copies “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents in the nature of those required by Section 6.01(e) with respect thereto, (the date on which such documents and deliverablesconditions are satisfied, the “Pixalere Joinder Date”).; (ivc) Without limiting the application of Section 5.06(e)Obligors shall deliver to Administrative Agent, within 90 not later than ninety (90) days of the Closing Date, the Obligors as of after the Closing Date shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (v) For a period of at least 180 days following the Closing Dateor such later date as Administrative Agent may agree), the Company and its Subsidiaries shall use their commercially reasonable best efforts to deliver to Purchaser Agent a landlord waiver and collateral access agreement with regard to each of the Obligors’ locations set forth in the Perfection Certificate, except for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (vi) Within 90 days of the Closing Date, the Company and its Subsidiaries shall deliver to Purchaser Agent a leasehold mortgage or deed of trust, as applicable, in form and substance reasonably satisfactory to Purchaser Agent duly executed control agreements in favor of the Purchaser Administrative Agent for the benefit of the Purchasers Secured Parties for all Deposit Accounts, Securities Accounts and Commodity Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account); (d) Notwithstanding anything to the contrary in the Security Agreement, within ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree) (A) with respect to any location where Collateral in excess of $500,000 is held, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each Obligor in the properties listed on Schedule 2.03(c)(viUnited States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the Disclosure Letter; providedlessor of each leased property, that or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such mortgages and deeds of trust individual location; (e) Obligors shall deliver to Administrative Agent, not later than ten (i10) require Business Days after the Company and its Subsidiaries to restate Closing Date (or bringdown) such later date as Administrative Agent may agree), a file-stamped copy of a UCC-3 termination statement demonstrating that the representations set forth in Article 3 UCC-1 financing statement filed with the Secretary of this Agreement (other than representations State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and warranties customary for mortgages and deeds of trust) or (ii) include representationsJPMORGAN CHASE BANK, covenants or conditions that conflict with or contravene the provisions of this Agreement.NA as Secured Party, has been terminated; and (viif) Within 180 days Obligors shall make good faith efforts to deliver to Administrative Agent evidence of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), and evidence of the Closing Date, filing receipt received from the Company shall sell USPTO for cash recording the corporate bonds and European bonds listed on Schedule 5.11(a)(v) Precision Assignment against the Precision Healing patents to the Disclosure Lettercorrect USPTO ownership records for such patents.

Post-Closing Items. Issuer agrees to: (ia) Within 30 twenty (20) days of the Closing DateFirst Purchase Date (or such later date as Purchaser Agent agrees in its sole discretion), duly executed Issuer shall have delivered to Purchaser Agent Control Agreements (or, with respect to any bank account of an Obligor located outside of the United States, other documentation satisfactory to Purchaser Agent in its sole discretion in order to provide Purchaser Agent with a first-priority perfected security interest in such account) in respect of each of the deposit accounts and securities accounts of each Obligor Collateral Accounts (other than Excluded Accounts. (ii) Within 10 Business Days of the Closing Date, additional insured or lenders’ loss payee endorsements, as applicable, in each case in favor of Purchaser Agent and in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors. (iii) Within 30 days of the Closing Date, a permanent record, in form reasonably satisfactory to Purchaser Agent, of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to the Closing Date (e.g., a USB drive containing copies of such documents and deliverables). (ivb) Without limiting the application of Section 5.06(e), within 90 Within thirty (30) days of the Closing DateFirst Purchase Date (or such later date as Purchaser Agent agrees in its sole discretion), the Obligors as of the Closing Date Issuer shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (v) For a period of at least 180 days following the Closing Date, the Company and its Subsidiaries shall use their commercially reasonable best efforts to deliver have delivered to Purchaser Agent a landlord waiver and collateral access agreement with regard to each of the Obligors’ locations set forth in the Perfection Certificate, except for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (vi) Within 90 days of the Closing Date, the Company and its Subsidiaries shall deliver to Purchaser Agent a leasehold mortgage or deed of trust, as applicableAgent, in form and substance reasonably satisfactory to Purchaser Agent Agent, a lender’s loss payable endorsement in favor of Purchaser Agent. (c) Within ninety (90) days of the First Purchase Date, Issuer shall have used commercially reasonable efforts to deliver, in form and substance reasonably satisfactory to Purchaser Agent, Collateral Access Agreements in accordance with Section 6.10. (d) Within one hundred eighty (180) days of the First Purchase Date (or such later date as Purchaser Agent for the benefit of agrees in its sole discretion), enter into a subordination agreement in form and substance satisfactory to Purchaser Agent and the Purchasers in their sole discretion with respect to the properties listed on Schedule 2.03(c)(vi) to the Disclosure Letter; provided, that such mortgages and deeds of trust shall not (i) require the Company and its Subsidiaries to restate (or bringdown) the representations set forth in Article 3 of this IQVIA Agreement (other than representations and warranties customary for mortgages and deeds of trust) or (ii) include representationssuch agreement, covenants or conditions that conflict with or contravene the provisions of this “IQVIA Subordination Agreement”). (viie) Within 180 ninety (90) days of the Closing DateFirst Purchase Date (or such later date as Purchaser Agent agrees in its sole discretion), enter into appropriate security documentation to provide Purchaser Agent with a first priority (subject to Permitted Priority Liens) perfected security interest in all jurisdictions where Issuer maintains Collateral having a book value or Fair Market Value in excess of $1,000,000. (f) Within five (5) Business Days of the Company shall sell First Purchase Date (or such later date as Purchaser Agent agrees in its sole discretion), provide the certificate(s) for cash the corporate bonds and European bonds listed on Schedule 5.11(a)(v) to the Disclosure LetterShares representing Equity Interests in Verastem Securities, duly endorsed in blank.