Post-Closing Undertaking Sample Clauses

Post-Closing Undertaking. Perform and satisfy to the satisfaction of the Agent and its counsel the requirements (the “Post-Closing Undertaking”) listed in Schedule 8.01(21) on or before the date by which such Post-Closing Undertaking is required to be performed pursuant thereto. The Agent, by instrument in writing and without any consent from any of the Lenders, may, in its sole and absolute discretion, extend any deadline for completion of the Post-Closing Undertaking.

Post-Closing Undertaking. Within 180 days of the Restatement Effective Date, Landlord shall either (i) pay off and otherwise satisfy all outstanding obligations under the Fleet Mortgage and deliver to Tenant a document executed and delivered by Fleet National Bank in form and substance reasonably satisfactory to Tenant evidencing such satisfaction or (ii) deliver to Tenant an SNDA executed by the holder of the Fleet Mortgage as such Fleet Mortgage may have been modified or amended (a “Fleet SNDA”). If Landlord fails to comply with the provisions of the preceding sentence when and as required to do so, then Tenant shall be entitled to an offset of $50,000 per month (prorated daily) against Fixed Rent, so long as such failure continues.

Post-Closing Undertaking. No later than six months after the Second Amendment Effective Date, the Borrower will deliver to the Administrative Agent either (i) a certificate of a Responsible Officer of the Borrower certifying that all properties of the Reliable Companies forming part of the Collateral are covered by insurance policies of the Borrower as to which the Administrative Agent, on behalf of the Lenders, is already named as an additional insured or loss payee, as the case may be, attaching certificates of insurance or other evidence of the inclusion of such properties to the reasonable satisfaction of the Administrative Agent or (ii) endorsements naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Reliable Companies forming part of the Collateral; provided that such deliveries with respect to the warehouse in Fresno, California and the call center in Anaheim, California may be made no later than nine months after the Second Amendment Effective Date.

Post-Closing Undertaking. Within 90 days from the date hereof, the Borrower will enter into an amendment to the demand debenture (Province of Ontario) dated as of January 28, 2016 by the Borrower in favour of the Agent to increase the principal amount secured thereunder to up to CA$2,000,000,000, such security will be accompanied by such legal opinion, title insurance or title opinion of counsel to the Borrower (at the option of the Borrower), search results and certificates as the Agent may reasonably require, but excluding, for greater certainty, any surveys. For greater certainty, the failure by the Borrower to provide the foregoing documents or agreements will constitute an Event of Default under the Credit Agreement.

Post-Closing Undertaking. The Borrower shall use commercially reasonable efforts to cause The Bank of Nova Scotia to enter into a blocked account agreement or similar agreement in form and substance satisfactory to the Agent in respect of the Borrower’s accounts with numbers 476968870918 and 476961125117 within thirty (30) days of the date hereof; provided that, if The Bank of Nova Scotia refuses to or is unable to enter into a blocked account agreement or similar agreement in form and substance satisfactory to the Agent witching thirty (30) days of the date hereof, the Borrower shall move such accounts to another financial institution and enter into a blocked account agreement or similar agreement in form and substance satisfactory to the Agent within sixty (60) days of the date hereof.

Post-Closing Undertaking. The Company shall, at its own cost and expense, which cost and expense shall not be reflected in the computation of the number of shares of the Company's Common Stock to be delivered to the Selling Shareholders in accordance with the Notes, to obtain all approvals of the Securities and Exchange Commission required by law so that the Company may hold a Shareholders Meeting to amend its Articles of Incorporation to authorize the Company to issue up to 333,000,000 shares of its Common Stock and enter into agreements, in form and substance acceptable to the Selling Shareholders and their counsel, so that the Company's obligation to pay for any liabilities in excess of $20,000 after Closing shall be limited to those obligations specifically approved by NPC's management and listed on the attached Exhibit G and such other acts as may reasonably be necessary to, as quickly as possible after Closing, assure (i) that the Company's financial condition is such that it has no liabilities attributable to operations prior to the Closing or the fulfillment of conditions to the transaction envisioned by this Agreement (even [NUOGAM\AGR:NPCPNO.STK] if such conditions are filled after Closing) in excess of twenty thousand dollars ($20,000) and (ii) that the Company is in compliance with the requirements of all applicable laws, including those arising under the Securities Act of 1933 and the Securities and Exchange Act of 1934.

Post-Closing Undertaking. The Borrower, on behalf of each Obligor, hereby agrees that it shall take (or cause to be taken, as applicable) the following actions within the applicable time periods set out below, and further agrees that any failure of the Borrower to take such actions within such time period shall constitute, at the option of the Agent, an Event of Default: (a) on or before October 8, 2021, deliver to the Agent a certificate of a senior officer of the Borrower to which are appended: (i) copies of the articles of incorporation, certificate of formation and by-laws or constitution (if applicable), operating agreement or shareholder agreement governing the affairs of the Borrower (if applicable), (ii) an incumbency certificate setting out the names and offices of all directors and officers of the Borrower, together with specimen signatures of same, and (iii) certified copies of the resolutions of the shareholders or directors of the Borrower authorizing the execution, delivery and performance of the Transaction Documents to which each is a party and the transactions contemplated thereby, and the granting of security; (b) on or before October 8, 2021, certificates of good standing in respect of each of the Obligors from the jurisdiction of its organization; (c) on or before October 8, 2021, deliver to the Agent opinions regarding corporate status of the Borrower, the due authorization, execution and delivery of the Transaction Documents to which the Borrower is a party, all registrations in respect of such security, the results of all applicable searches, and the enforceability of such Transaction Documents; all such opinions to be in form and substance satisfactory to the Agent; (d) on or before five (5) days following the date hereof, deliver to the Agent the Extension Shares and the Increase Shares; and (e) if requested by the Agent, cause to be delivered to the Agent, within forty-five (45) days of such request, a landlord agreement in form and substance satisfactory to the Agent with respect to any real property leased by an Obligor, other than office space that is either not material or reasonably fungible.

Post-Closing Undertaking. The Co-Borrowers hereby covenant and agree that they shall deliver to the Lender, on or prior to October 31, 2020, a Landlord Subordination Agreement in form and substance reasonably acceptable to Lender with respect to the property leased by Interwork located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, New York 14059.

Post-Closing Undertaking. The Buyer shall allow the two (2) current directors of ETI to continue as directors of ETI. However, Buyer will appoint two (2) additional persons to ETI's board. If ETI's board of directors is expanded to five (5) persons, then Buyer shall be entitled to appoint 3 out of the 5 directors.