Post-Closing Covenant means any covenant, promise, commitment or other obligation (or any portion thereof) made or undertaken by any Party, in this Agreement or any Other Agreement, to the extent performance or fulfillment thereof is required by its terms to be accomplished after the Closing.
Post-Closing Covenant Borrower shall take all such actions to deliver the documents set forth on Schedule 5.13 within the time frames specified on Schedule 5.13.
The parties shall use their best efforts to ensure that: 21 13 Post-Closing Covenant of the Buyer and Seller.
Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising as a result of (i) any intentional misrepresentation or fraud by Seller or the Company or the Purchaser, (ii) any breach of any Title/Organization/Authority Representation, (iii) any Tax Claims, (iv) any Post-Closing Covenant Claim, or (v) any claim under Section 11.1(a)(iii) or (iv) or Section 11.1(b)(iii) (the Basket Exceptions), but the Basket Exceptions shall not apply to the Deductible.
Any claim for indemnification under Section 7.1(a) or Section 7.1(b) not made by the applicable Indemnified Party on or prior to the Survival Expiration Date, the Post-Closing Covenant Survival Expiration Date or the Extended Survival Expiration Date, as applicable, shall be deemed irrevocably and unconditionally released and waived.
All such Accounts (other than Excluded Accounts) shall at all times be subject to an Account Control Agreement; provided that, subject to Section 8.18, Account Control Agreements with respect to Accounts (other than any Excluded Account) in existence on the Eighth Amendment Effective Date shall not be required until the Eighth Amendment Post-Closing Compliance Date (or such later time as the Administrative Agent may agree in its sole discretion).Section 8.18 Eighth Amendment Post-Closing Covenant.