Additional Documents/Action Sample Clauses

Additional Documents/Action. (a) Obtain and deliver to the Administrative Agent all of the following: (i) within 30 days after the Closing Date, a written report detailing which locations of Borrower, Parent and any of their Subsidiaries are Non-Contingent Contractual Lien Locations, Contingent Contractual Lien Locations or Material Statutory Lien Locations as well as the monthly Rental Expense (or the equivalent of the then applicable monthly Rental Expense if any such Rental Expense is not calculated on a monthly basis and as to any payment based on a “percentage”, Rental Expense shall include a reasonable good faith estimate of the monthly amount (or monthly equivalent) of any such payment) and lease expiration date for each Non-Contingent Contractual Lien Location, Contingent Contractual Lien Location and Material Statutory Lien Locations in form and substance reasonably satisfactory to the Administrative Agent (the “Leasehold Analysis Report”); (ii) a Landlord Subordination for each leased location of Borrower, Parent and any of their Subsidiaries as follows: (1) within 90 days after the Closing Date, a Landlord Subordination covering each Non-Contingent Contractual Lien Location (whether or not such location is also a Material Statutory Lien Location), provided that the failure to obtain any such Landlord Subordination under this clause (1) within the required time period shall not result in an Event of Default but instead shall result in an availability reserve in respect of such location (until such time as a Landlord Subordination covering such Non-Contingent Contractual Lien Location is delivered to the Administrative Agent) equal to the lesser of: (A) the aggregate value (based on the lower of cost or market) of all inventory located at such Non-Contingent Contractual Lien Location determined as of the end of such 90 day period and quarterly thereafter as reflected on a quarterly inventory report delivered to the Administrative Agent and the Lenders within forty five (45) days of the end of each Fiscal Quarter which shall be in form and substance reasonably acceptable to the Administrative Agent and shall provide all information necessary and reasonably requested by the Administrative Agent for purposes of determining the applicable availability reserve hereunder; and (B) the sum of all lease payments remaining under the then applicable lease or other agreement for such Non-Contingent Contractual Lien Location; (2) within 90 days after the Closing Date, a Landlord Subordina...
Sample 1
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Additional Documents/Action. (a) Use commercially reasonable efforts to obtain the items listed below and deliver such items to the Administrative Agent on a quarterly basis: (i) for any locations leased by Parent, Borrower or any of their Subsidiaries after the Closing Date or for which a lease was renewed or extended after the Closing Date, a Landlord Subordination covering such location concurrent with the execution of any such lease or the execution of or the effective date (if no execution is required) of any such renewal or extension; (ii) a warehouse agreement for each warehouse utilized by Borrower, Parent and any of their Subsidiaries; (iii) a licensor’s consent from each licensor of intellectual property to Borrower, Parent and/or any of their Subsidiaries which is incorporated into such inventory under a license to Borrower, Parent and any of their Subsidiaries and for which the disposition of any such inventory by the Administrative Agent or any Lender would require a consent from any such Person in order to dispose of such inventory; and (iv) a mortgagee waiver from each mortgagee of any real property owned by Borrower, Parent and any of their Subsidiaries, in the case of each of the foregoing, in form and substance reasonably acceptable to the Administrative Agent. (b) Notify the Administrative Agent in writing if any account receivable of Borrower, Parent or any of their Subsidiaries in an amount in excess of $100,000 arises out of a contract with the United States of America or any department, agency, subdivision or instrumentality thereof, and execute any instruments and take any other action reasonably required or requested by the Administrative Agent to comply with the provisions of the Federal Assignment of Claims Act in respect of any such account receivable.
Sample 1

Related to Additional Documents/Action

  • Additional Documents and Acts Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

  • Agreements; Action (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

  • Additional Documents and Further Assurances Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

  • Additional Documents On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

  • Agreements; Actions (a) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of RMB100 million (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of RMB100 million or in excess of RMB200 million in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of (a) and (b) of this Subsection 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

  • Additional Documentation Execute and deliver, or cause to be executed and delivered, any and all other agreements, instruments or documents which Lender may reasonably request in order to give effect to the transactions contemplated under this Loan Agreement and the other Loan Documents.

  • Original Documents If requested by Owner to do so, maintain and safeguard during the Construction Phase at least one original printed record version of the Construction Contract Documents, including Drawings and Specifications signed and sealed by Engineer and other design professionals in accordance with applicable Laws and Regulations. Throughout the Construction Phase, make such original printed record version of the Construction Contract Documents available to Contractor and Owner for review.

  • Execution of Additional Documents Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Amendments or Waivers of Organizational Documents No Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Third Restatement Date that is materially adverse to such Credit Party or such Subsidiary, as applicable, and to the Lenders.

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