Post-Closing Schedule Clause Samples
The Post-Closing Schedule clause outlines the obligations and actions that must be completed by the parties after the formal closing of a transaction. It typically details specific deliverables, deadlines, or follow-up tasks such as the transfer of remaining documents, payment of outstanding amounts, or completion of regulatory filings. By clearly specifying these post-closing requirements, the clause ensures that all parties understand their ongoing responsibilities, thereby reducing the risk of disputes and facilitating a smooth transition after the deal is finalized.
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Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Sched ule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may prepare the Post-Closing Schedule.
(b) Within thirty (30) calendar days after delivery of the Post-Closing Schedule to Purchaser (the "Review Period"), Purchaser may dispute all or any portion of the Post-Closing Schedule by giving written notice (a "Notice of Disagreement") to Seller setting forth in reasonable detail the basis for such dispute (hereinafter called a "Disagreement"). The failure by Purchaser to deliver a Notice of Disagreement during the Review Period shall constitute an irrevocable acceptance by Purchaser of the Post-Closing Schedule in the form delivered by Seller. If Purchaser delivers a Notice of Disagreement during the Review Period, the parties shall promptly commence good faith negotiations with a view to resolving such Disagreement. If Seller shall not dispute all or any portion of the Notice of Disagreement by giving written notice to Purchaser setting forth in reasonable detail the basis for such dispute within 10 Business Days following the delivery of the Notice of Disagreement, Seller shall be deemed to have irrevocably accepted the Post-Closing Schedule as modified by the Notice of Disagreement.
(c) If Seller disputes all or any portion of the Notice of Disagreement within the 10 Business Days following the delivery of the Notice of Disagreement and the parties are not able to resolve any Disagreement within 30 calendar days after the delivery by Seller of its dispute of the Notice of Disag...
Post-Closing Schedule. Within the time periods specified on Schedule 1.01D hereto (as each may be extended by the Administrative Agent in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 1.01D hereto.
Post-Closing Schedule. On or before April 15, 2016 (or such later date as agreed to by the Agent in its sole discretion), TTD shall have delivered to Agent the loss payee endorsements for all insurance policies required by the Loan Documents, naming the Agent as lender loss payee and an additional insured. None. None. None.
Post-Closing Schedule. Each of the other documents, certificates, affidavits, releases, agreements, counsel opinions, or other closing items required by Lender as a condition to making the Loan, including without limitation, the items set forth on the post-closing schedule attached hereto as Schedule B. Borrower agrees that all of the items described on Schedule B will be delivered to the Lender no later than thirty (30) days after the date hereof, unless any other date for delivery is set forth on Schedule B.
Post-Closing Schedule. On or prior to thirty (30) days after the date hereof (such date, the “Post-Closing Date”), the Borrower shall take the following actions, in each case in form and substance reasonably satisfactory to the Administrative Agent:
Post-Closing Schedule. Section 6.18 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Post-Closing Schedule. Article VI of the Credit Agreement is hereby amended by adding thereto a new Section 6.18, immediately after the existing Section 6.17, as follows: