Post-Closing Obligations Letter definition

Post-Closing Obligations Letter means that certain letter agreement dated the First Closing Date, in the form of Exhibit L attached hereto, by and among the Companies, the initial holders of the Notes, and the Agent.
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Post-Closing Obligations Letter means that certain letter agreement of even date herewith from Borrowers to Lender regarding certain post-closing repair and obligations of Borrower.
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Post-Closing Obligations Letter means that certain letter agreement dated as of the Closing Date between the Loan Parties and the Administrative Agent, together with any amendments or modifications thereto, in form and substance satisfactory to Administrative Agent. AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.
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Examples of Post-Closing Obligations Letter in a sentence

  • This report summarizes the results of a survey conducted with Member States’ Product Contact Points (PCPs) and Product Contact Points for Construction (PCPCs).

  • Each Management Agreement and Franchise Agreement is in full force and effect and, there is no default under any Management Agreement or Franchise Agreement by any party thereto and, to Borrower’s and Maryland Owner’s knowledge, no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder, except as set forth in the Post-Closing Obligations Letter.

  • The Parent has authorized the issue to the Buyers of 1,125,000 Shares of Common Stock, in the aggregate, as of the First Closing Date, and the issuance to Buyers of Shares of Common Stock in the amounts and at the times required pursuant to the Post-Closing Obligations Letter and Section 3.4. In addition, in connection with the issuance of any Acquisition Notes after the first Closing Date, the Parent will authorize the issue to the Buyers of 30,000 Shares of Common Stock per $250,000 of Notes issued.

  • The Shares are (or, in the case of any issued on a Subsequent Closing Date or pursuant to the Post-Closing Obligations Letter, upon issuance will be) duly authorized, validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.


More Definitions of Post-Closing Obligations Letter

Post-Closing Obligations Letter means that certain Post-Closing Obligations Letter, dated as of the date hereof, executed by Xxxxxxxx in connection with the Loan for the benefit of Agent. “Prime Rate” shall mean the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate”. If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest 1/100th of one percent (0.01%). If The Wall Street Journal ceases to publish the “Prime Rate,” Agent shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, then Agent shall select a comparable interest rate index or any similar release by the Federal Reserve Board (as reasonably determined by Agent). Notwithstanding the foregoing or anything herein to the contrary, in no event shall the Prime Rate, for purposes of the Loan, be less than zero percent (0%) per annum. “Prohibited Transfer” shall have the meaning set forth in Section 8.2 hereof. “Projections” shall have the meaning set forth in Section 13.9 hereof. “Property” shall mean, individually and/or collectively, as the context may require, the Hilton Property, the Crowne Plaza Property and the Holiday Inn Property. “Property Condition Report” shall mean, individually and/or collectively, as the context may require, the Property Condition Report, dated December 15, 2022, prepared by AEI Consultants for each Property. “Property Document Event” shall mean any event which would, directly or indirectly, cause a termination right, right of first refusal, first offer or any other similar right, cause any termination fees to be due, cause any “kicker” or other similar fee or payment to be due, or would cause a Material Adverse Effect to occur under any REA, the Franchise Agreement, the Management Agreement, the Ground Lease or any Hotel Brand Agreement (in each case, beyond any applicable notice and cure periods under the applicable document); provided, however, any of the foregoing shall not be deemed a Property Document Event to the extent Xxxxxx’s prior written consent is obtained with respect to the same. “Protective Advances” means the payment by Xxxxxx or Agent of impositions, Insurance Premiums, Liens, cure payments in the nature of protective advances made on behalf of Borrower and any other advances or payments by Xxxxxx made for the purpose of preventing or...
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Post-Closing Obligations Letter means that certain Post-Closing Obligations Letter dated as of the Agreement between Borrower Representative and Agent.
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Post-Closing Obligations Letter means that certain post-closing letter agreement dated as of the Closing Date executed by Borrower in favor of Lender.
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Post-Closing Obligations Letter that certain letter agreement dated the date hereof between Borrower and Lender pursuant to which Borrower covenants to deliver to Lender certain Surveys and third-party estoppels as listed therein.
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Post-Closing Obligations Letter means that certain letter agreement, dated as of the Closing Date, among Borrower and Agent, which sets forth each of the obligations of Borrower and the other Credit Parties to be performed and completed to Agent's satisfaction within the time frames indicated therein for such obligation.
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Related to Post-Closing Obligations Letter

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Existing Obligations means the “Obligations” as defined in the Existing Credit Agreement.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Transaction Agreement has the meaning set forth in the recitals.

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Qualified refunding obligation means an obligation issued or incurred by an authority or by a municipality on behalf of an authority to refund an obligation if the refunding obligation meets both of the following:

  • Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:

  • Investment Property Control Agreement means an agreement in writing, in form and substance satisfactory to Agent, by and among Agent, any Borrower or Guarantor (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such Borrower or Guarantor acknowledging that such securities intermediary, commodity intermediary or other person has custody, control or possession of such investment property on behalf of Agent, that it will comply with entitlement orders originated by Agent with respect to such investment property, or other instructions of Agent, or (as the case may be) apply any value distributed on account of any commodity contract as directed by Agent, in each case, without the further consent of such Borrower or Guarantor and including such other terms and conditions as Agent may require.