Post-Closing. (a) not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto; (b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto; (d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord; (e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account; (f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (h) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and (i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement and Security Agreement (EVO Payments, Inc.)
Post-Closing. (a) not later than five (5) Business Days Each Credit Party shall deliver to the US Administrative Agent each of the items set forth on Schedule 5.6 attached hereto with respect to each of STS Holdings Inc., a Nevada corporation, NCS 107 International LLC, a Texas limited liability company, NCS International 2, LLC, a Texas limited liability company within 30 days after the Closing Amendment No. 1 Effective Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged acceptable to the US Administrative Agent pursuant to, and as identified in, in its sole discretion) instead of within the Security Agreement, together with duly executed time requirements set forth in blank, undated stock powers attached thereto;Schedule 5.6.
(b) not later than ten (10) Within 10 Business Days after the Closing Amendment No. 1 Effective Date (or such later date as agreed acceptable to by the US Administrative AgentAgent in its sole discretion), the Loan Credit Parties shall deliver all notes deliver, or other instruments that evidence intercompany debt pledged cause to be delivered, to the US Administrative Agent pursuant to, and as identified in, the Security Agreement, original stock certificates evidencing all of the Equity Interests of STS Holdings Inc. in the name of the holder of such Equity Interests together with duly stock powers executed customary allonges attached thereto;in blank (in form previously delivered to the US Administrative Agent for the stock certificates held in the name of the predecessor-in-interest to such holder.
(c) not later than thirty (30) Within 45 days after the Closing Amendment No. 1 Effective Date (or such later date as agreed acceptable to by the US Administrative AgentAgent in its sole discretion), the Loan Credit Parties shall have used commercially reasonable efforts to seek and deliver all notes a lien waiver or other instruments not delivered pursuant to clause (b) above as required pursuant subordination agreement in form and substance reasonably satisfactory to the Security Agreement, together with duly executed customary allonges attached thereto;US Administrative Agent for each leased premises on which any equipment or Inventory of any Credit Party is located (other such premises covered under Section 6.14(a)(iv) or (vi)).
(d) not later than ten (10) Within 5 Business Days after the Closing Amendment No. 1 Effective Date (or such later date as agreed acceptable to by the US Administrative AgentAgent in its sole discretion), the Loan Credit Parties shall deliver deliver, or cause to be delivered, to the US Administrative Agent the original promissory note dated as of December 16, 2019 made by Aero Lift Machine LLC, a Texas limited liability company in favor of one or more of the Credit Parties together with an estoppel letter, consent allonge or other endorsement (in form and waiver from substance reasonably satisfactory to the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the US Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or for such later date as agreed to promissory note executed by the Administrative Agent), the Loan Parties shall (iholder(s) deliver to the Administrative Agent fully executed customary deposit account control agreements of such promissory note in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the US Administrative Agent;
(g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(h) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Parties.
Appears in 1 contract
Post-Closing. Borrower shall deliver to Agent the following, not later than the dates set forth below:
(a) not Not later than five thirty (530) Business Days after days following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed landlord consents for its (i) chief executive office or its principal place of business and (ii) offices or business locations, including warehouses, containing in blank, undated stock powers attached thereto;excess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property.
(b) not Not later than ten (10) Business Days after following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), a duly executed Account Control Agreement regarding each Deposit Account or securities account (that is not an Excluded Account) maintained by any Borrower that is not already subject to an Account Control Agreement, provided that (i) no proceeds of any Advance shall be transferred to any Deposit Account that is not subject to an Account Control Agreement and (ii) notwithstanding the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified inforegoing, the Security Agreement, together with duly executed customary allonges attached thereto;deadline for the account ending [***] listed on Exhibit D shall be sixty (60) days.
(c) not Not later than thirty (30) days after following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as insurance endorsements and copies of each insurance policy required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto;by Section 6.2 hereunder.
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(g) not Not later than thirty (30) days after following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), Borrower shall cause the Loan Parties shares of common stock of the MSC Subsidiary and that are the subject of the pledged collateral under the Pledge Agreement to be certificated and the original certificate and power (undated and executed in blank) to be delivered to Agent.
(e) Not later than forty-five (45) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), Borrower shall deliver evidence to Agent the Administrative Agent that original certificate and power (undated and executed in blank) representing 65% of the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor shares of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;Disc Medicine Pty Ltd.
(hf) not Not later than ninety two (902) days after Business Days following the Closing DateDate (or such longer period of time as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness all certificates of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Partiesinsurance required hereunder.
Appears in 1 contract
Post-Closing. Borrower shall deliver to Agent the following, not later than the dates set forth below:
(a) not Not later than five thirty (530) Business Days after days following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed landlord consents for its (i) chief executive office or its principal place of business and (ii) offices or business locations, including warehouses, containing in blank, undated stock powers attached thereto;excess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property.
(b) not Not later than ten (10) Business Days after following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), a duly executed Account Control Agreement regarding each Deposit Account or securities account (that is not an Excluded Account) maintained by any Borrower that is not already subject to an Account Control Agreement, provided that (i) no proceeds of any Advance shall be transferred to any Deposit Account that is not subject to an Account Control Agreement and (ii) notwithstanding the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified inforegoing, the Security Agreement, together with duly executed customary allonges attached thereto;deadline for the account ending [***] listed on Exhibit D shall be sixty (60) days.
(c) not Not later than thirty (30) days after following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as insurance endorsements and copies of each insurance policy required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto;by Section 6.2 hereunder.
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(g) not Not later than thirty (30) days after following the Closing Date (or such later date longer period of time as agreed to by the Administrative AgentAgent in writing in its sole discretion), Borrower shall cause the Loan Parties shares of common stock of the MSC Subsidiary and that are the subject of the pledged collateral under the Pledge Agreement to be certificated and the original certificate and power (undated and executed in blank) to be delivered to Agent.
(e) Not later than forty five (45) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), Borrower shall deliver evidence to Agent the Administrative Agent that original certificate and power (undated and executed in blank) representing 65% of the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor shares of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;Disc Medicine Pty Ltd.
(hf) not Not later than ninety two (902) days after Business Days following the Closing DateDate (or such longer period of time as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness all certificates of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Partiesinsurance required hereunder.
Appears in 1 contract
Post-Closing. (a) not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;
(b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto;
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(h) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Parties.
Appears in 1 contract
Post-Closing. (a) not The Borrower shall deliver to the Administrative Agent, no later than five fifteen (515) Business Days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged evidence satisfactory to the Administrative Agent pursuant tothat the Borrower has entered into (and thereafter shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower, shall equal or exceed (a) for the period of twenty-four (24) consecutive full calendar months immediately following the Closing Date, seventy-five percent (75%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report, and as identified in(b) for the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (a) of this Section 4.03, fifty percent (50%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report; provided however, notwithstanding anything to the contrary in this Agreement, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;Borrower shall not enter into any collar transaction that has a floor less than eighty-five percent (85%) of the Strip Price as of the date the Borrower enters into such transaction.
(b) not later than ten Within ninety (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not later than thirty (3090) days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), the Borrower shall or shall have caused the applicable Loan Parties shall deliver all notes or other instruments not delivered pursuant Party to, transition the Accounts listed on Schedule 4.03 (each an “Existing Account”) from Bank of Montreal to clause (b) above as required pursuant a Lender, in a manner reasonably satisfactory to the Security Agreement, together with duly executed customary allonges attached thereto;
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;.
(ec) not Not later than the earlier of (i) the date that is sixty (60) days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the first date that the Borrower’s any Deposit Account, Securities Account or one Commodities Account established to replace an Existing Account has a fair market value in excess of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f))$1,000, the Borrower shall, and shall cause each applicable Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1Party to, 2005 have executed by PowerPay, LLC and delivered in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full form and terminated or (ii) subordinated to the Obligations on terms substance reasonably satisfactory to the Administrative Agent;, a Control Agreement for such Deposit Account, Securities Account or Commodities Account; provided further, unless otherwise consented to by the Administrative Agent (in its sole discretion), no Loan Party shall have a Deposit Account, Securities Account or Commodity Account located with a financial institution that is not a Lender (other than, in the case of a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the provisions of Section 6.18(b)).
(gd) not Not later than thirty the date that is sixty (3060) days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), title information consistent with usual and customary standards for the Loan Parties shall deliver evidence to geographic regions in which the Administrative Agent that Engineered Oil and Gas Properties are located, taking into account the Unsecured Subordinated Promissory Note dated May 27size, 2011 executed by Commerce Payment Group LLC in favor scope and number of ▇leases and w▇▇▇▇ ▇▇▇▇▇▇▇▇ has been of the Borrower and the other Loan Parties; provided that after giving effect to its receipt of the title information to be provided pursuant to this clause (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(h) not later than ninety (90) days after the Closing Dateb)(v), the Loan Parties shall deliver evidence to the Administrative Agent that shall be reasonably satisfied with the Excluded Merchant Reserve title information covering Engineered Oil and Settlement Accounts held Gas Properties comprising at HSBC Bankleast eighty-five percent (85%) of the total PV9 Value of the Proved Reserves, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence attributable to the Administrative Agent that Engineered Oil and Gas Properties included in the Indebtedness of EVO Merchant ServicesInitial Engineering Report (without taking into account any adjustments for hedging, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement together with HSBC Bank USAsuch other assignments, National Associationconveyances, as further described on Schedule 7.1amendments, shall have been paid in full agreements and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated other writings each duly authorized and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Partiesexecuted).
Appears in 1 contract
Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to:
(ai) not deliver to the Agent no later than five (5) Business Days 60 days after the Closing Date (or such later date as agreed to by the Administrative Agent)Date, the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect to the Administrative Agent pursuant toAcquired Theatres for the Fiscal Years then ended, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached theretocertified by KPMG LLP;
(bii) not deliver to the Agent no later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not later than thirty (30) 60 days after the Closing Date (or such later date as agreed to by which time period may be extended in the Administrative Agent’s discretion), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b1) above as required pursuant a landlord estoppel agreement, in form and substance satisfactory to the Security AgreementAgent, together with duly executed customary allonges attached theretorespect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas;
(diii) not use commercially reasonable efforts to deliver to the Agent no later than ten 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall;
(10iv) Business Days deliver to the Agent no later than 180 days after the Closing Date (or such later date as agreed to by which time period may be extended in the Administrative Agent’s discretion), either (1) (x) a landlord estoppel agreement, in form and substance satisfactory to the Loan Parties shall deliver an estoppel letterAgent, consent and waiver from with respect to the landlord of that real property located leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii2) subordinated to the Obligations on terms reasonably a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance satisfactory to the Administrative Agent;, with respect to the Kahala Management Agreement.
(hv) deliver to the Agent not later than ninety (90) 120 days after the Closing Date, the Loan Parties shall deliver evidence with respect to the Administrative Koko Marina 8 leased location, evidence satisfactory to Agent that of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Excluded Merchant Reserve Complaint and Settlement Accounts held at HSBC BankFirst Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, USALLC, N.A.filed November 20, as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released2006, and the HSBC Cash Collateral shall have been released (y) Release and returned to the Loan PartiesDischarge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884.
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Post-Closing. (a) not No later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;
(b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto;
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(h) not later than ninety (90) 15 days after the Closing Date, the Loan Parties Borrower shall deliver evidence a schedule to the Administrative Agent setting forth the correct address of each real property that was owned by the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., Borrower or any Guarantor as set forth on Schedule 1.1, have been closed; andof the Closing Date.
(i) not The Borrower agrees to deliver to the Collateral Agent as soon as practicable but in no event later than ninety (90) 45 days after the Closing Date, the Loan Parties shall replacement stock certificates evidencing Equity Interests in each entity referred to in paragraph 1 of Schedule 11, together with stock powers executed in blank or other appropriate instruments of pledge relating thereto.
(ii) The Borrower agrees to deliver evidence to the Administrative Collateral Agent as soon as practicable but in no event later than 60 days after the Closing Date, stock certificates evidencing Equity Interests in each entity referred to in paragraph 2 of Schedule 11, together with stock powers executed in blank or other appropriate instruments of pledge relating thereto.
(iii) Notwithstanding the foregoing provisions of this clause (b), if despite the Borrower's best efforts, the Borrower fails to deliver any of the foregoing items to the Collateral Agent within the time periods specified above, the Collateral Agent may (but shall not be obligated to) consent to additional time periods for such delivery.
(c) If at any time the granting of a pledge or other security interest over the Equity Interests in Cornerstone is not prohibited by Cayman Islands law, Vencor shall ensure that a pledge or such other security interest over such Equity Interests is granted to the Collateral Agent for the benefit of the Lenders and that stock certificates evidencing such Equity Interests are promptly delivered to the Collateral Agent together with signed stock powers or other appropriate instruments of transfer relating thereto. Prior to such time, Vencor shall ensure that no Lien over such Equity Interests is granted to any Person.
(d) (i) Vencor shall (A) ensure that the Indebtedness of EVO Merchant ServicesLiens and title defects listed on the schedule to the Encumbrance Letter are paid, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement discharged or removed in accordance with HSBC Bank USAthe provisions of, National Association, as further described on Schedule 7.1, shall have been paid in full and terminatedwithin the time periods (if any) specified in, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated Encumbrance Letter and released, and (B) comply with the HSBC Cash Collateral shall have been released and returned to other provisions of the Loan PartiesEncumbrance Letter.
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Post-Closing. (a) not The Borrower shall deliver to the Administrative Agent, no later than five fifteen (515) Business Days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged evidence satisfactory to the Administrative Agent pursuant tothat the Borrower has entered into (and thereafter shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower, shall equal or exceed (a) for the period of twenty-four (24) consecutive full calendar months immediately following the Closing Date, seventy-five percent (75%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report, and as identified in(b) for the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (a) of this Section 4.03, fifty percent (50%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report; provided however, notwithstanding anything to the contrary in this Agreement, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;Borrower shall not enter into any collar transaction that has a floor less than eighty-five percent (85%) of the Strip Price as of the date the Borrower enters into such transaction.
(b) not later than ten Within ninety (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not later than thirty (3090) days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), the Borrower shall or shall have caused the applicable Loan Parties shall deliver all notes or other instruments not delivered pursuant Party to, transition the Accounts listed on Schedule 4.03 (each an “Existing Account”) from Bank of Montreal to clause (b) above as required pursuant a Lender, in a manner reasonably satisfactory to the Security Agreement, together with duly executed customary allonges attached thereto;
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;.
(ec) not Not later than the earlier of (i) the date that is sixty (60) days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the first date that the Borrower’s any Deposit Account, Securities Account or one Commodities Account established to replace an Existing Account has a fair market value in excess of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f))$1,000, the Borrower shall, and shall cause each applicable Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1Party to, 2005 have executed by PowerPay, LLC and delivered in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full form and terminated or (ii) subordinated to the Obligations on terms substance reasonably satisfactory to the Administrative Agent;, a Control Agreement for such Deposit Account, Securities Account or Commodities Account; provided further, unless otherwise consented to by the Administrative Agent (in its sole discretion), no Loan Party shall have a Deposit Account, Securities Account or Commodity Account located with a financial institution that is not a Lender (other than, in the case of a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the provisions of Section 6.18(b)).
(gd) not Not later than thirty the date that is sixty (3060) days after the Closing Date (or such later date as agreed to by may be approved in the sole discretion of the Administrative Agent), title information consistent with usual and customary standards for the Loan Parties shall deliver evidence to geographic regions in which the Administrative Agent that Engineered Oil and Gas Properties are located, taking into account the Unsecured Subordinated Promissory Note dated May 27size, 2011 executed by Commerce Payment Group LLC in favor scope and number of ▇leases and w▇▇▇▇ ▇▇▇▇▇▇▇▇ has been of the Borrower and the other Loan Parties; provided that after giving effect to its receipt of the title information to be provided pursuant to this clause (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(h) not later than ninety (90) days after the Closing Dated), the Loan Parties shall deliver evidence to the Administrative Agent that shall be reasonably satisfied with the Excluded Merchant Reserve title information covering Engineered Oil and Settlement Accounts held Gas Properties comprising at HSBC Bankleast eighty-five percent (85%) of the total PV9 Value of the Proved Reserves, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence attributable to the Administrative Agent that Engineered Oil and Gas Properties included in the Indebtedness of EVO Merchant ServicesInitial Engineering Report (without taking into account any adjustments for hedging, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement together with HSBC Bank USAsuch other assignments, National Associationconveyances, as further described on Schedule 7.1amendments, shall have been paid in full agreements and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated other writings each duly authorized and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Partiesexecuted).
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Post-Closing. (a) not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;
(b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto;
(d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord;
(e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;
(h) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, I.1 have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Parties.
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Post-Closing. (a) not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto;
(b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto;
(c) not No later than thirty (30) days after the Closing Date (or as such later date as agreed to time period may be extended by the Administrative AgentAgent in its sole discretion), each of the Loan Parties Borrower and each Subsidiary Guarantor shall deliver all notes or other instruments not delivered pursuant grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering to clause (b) above as required pursuant the Collateral Agent a duly executed supplement to the Security Agreement, together with duly executed customary allonges attached thereto;
(d) not later than ten (10) Business Days after the Closing Date (Agreement or such later date other document as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower Collateral Agent and the landlord;
Lenders shall deem appropriate for such purpose, (ey) not later than sixty (60) days after the Closing Date (or delivering supplements to Schedule 3.14 as are necessary to cause such later date as agreed annexes to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent be complete and accurate with respect to each deposit account held at a depositary bank such additional Equity Interests and (z) delivering such other than SunTrust Bank which is required pursuant to documents as the terms of the Loan Documents to be subject to such deposit account control agreements Collateral Agent or (ii) any Lender may reasonably request, all in the case of any such deposit account for which such a control agreement has not been delivered by such dateform, close such account;
(f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full content and terminated or (ii) subordinated to the Obligations on terms scope reasonably satisfactory to the Administrative Agent;.
(gb) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not later than delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (or as such later date as agreed to time period may be extended by the Administrative AgentAgent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Loan Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory a certificate to the Administrative Agent;
(h) , which shall certify that such Certificated Securities or intercompany notes are not later than ninety (90) days after the Closing Date, the Loan Parties shall held by any third party and continue to use commercially reasonable efforts to deliver evidence to the Administrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and
(i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to the Loan Partiessuch Certificated Securities or intercompany notes.
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Sources: Credit Agreement (Great Ajax Corp.)