Certain Post-Closing Actions Clause Samples
Certain Post-Closing Actions. (i) Within 90 days after the Initial Borrowing Date, the Borrower will use its reasonable best efforts to deliver to the Administrative Agent landlord waivers with respect to those Leaseholds of the Borrower or any of its Subsidiaries designated on Schedule 1 to the Disclosure Letter as requiring a landlord waiver, which landlord waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, (ii) within 60 days after the Initial Borrowing Date, the Borrower will, pursuant to Section 8.11, grant or cause to be granted to the Collateral Agent, Mortgages on the properties owned by the Borrower located in Omaha, Nebraska, Carter Lake, Iowa, and Marshfield, Wisconsin, accompanied by supportin▇ ▇▇▇▇mentation acceptable to the Administrative Agent, (iii) within 90 days after the Initial Borrowing Date, the Borrower shall deliver Control Agreements as required by the Pledge Agreement and Security Agreement for all Deposit Accounts and Securities Accounts (as those terms are defined in the Security Agreement) other than as relate to any accounts with U.S. Bank, N.A. (it being understood that any Control Agreements for accounts with U.S Bank, N.A. are to be delivered prior to or on the Initial Borrowing Date), and (iv) within 90 days after the Initial Borrowing Date deliver stock certificates of Donnelley Marketing, Inc. and Listing Services Solutions, Incorporated ("Replacement Certificates") pledged pursuant to the Pledge Agreement, for which stock certificates lost stock certificate affidavits have been delivered to the Administrative Agent. Notwithstanding any provision in any of the Credit Documents to the contrary, it is understood that (i) the delivery of the foregoing Control Agreements and Replacement Certificates shall not be a condition under Sections 5 and 6 of this Agreement, and (ii) the failure to deliver the foregoing Control Agreements and Replacement Certificates on or before the Initial Borrowing Date shall not of itself constitute a breach of any representation or warranty as of the Initial Borrowing Date or within 90 days thereafter.
Certain Post-Closing Actions. Effective upon Closing, Seller shall (i) resign as operator of any of the Properties, which Seller is the Operator of; (ii) provide Buyer well transfer permits; and (iii) use its best efforts to have Buyer elected as Operator of the Properties that Seller operated.
Certain Post-Closing Actions. Neither party nor any of their respective Affiliates (including, after the Closing, the Company and its Subsidiaries) shall, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned), (a) make or change any income and other material Tax election affecting a taxable period ending on or before the Closing Date of Seller or any of its Affiliates (including, before the Closing, the Company and its Subsidiaries) or (b) amend, refile or otherwise modify (or grant an extension of any applicable statute of limitations with respect to) any Tax Return prepared by (i) Seller or any of its Affiliates (including, before the Closing, the Company) relating to a taxable period ending on or before the Closing Date or (ii) Purchaser relating to any Straddle Period; provided, however, that Seller and its Affiliates (other than the Company and its Subsidiaries) may take any such action described in (a) or (b) above unless such action would have the effect of increasing the Tax Liability of Purchaser or any of its Affiliates (including the Company and its Subsidiaries) in respect of a Post-Closing Tax Year in excess of two hundred fifty thousand dollars ($250,000) in the aggregate (the “Allowed Liability Amount”); provided, further, however, that the Allowed Liability Amount, if any, shall be included, dollar for dollar, in determining whether the Deductible has been exceeded pursuant to Section 9.2(c)(i).
Certain Post-Closing Actions. Without the prior consent of the Seller Representative (not to be unreasonably withheld, conditioned or delayed), Buyer shall not enter into any voluntary disclosure agreement or take any other action outside the Ordinary Course of Business with respect to the matters described in Section 4.10 of the Disclosure Schedules if such action would reasonably be expected to cause any of the Sellers to be liable for additional Taxes (or Losses with respect thereto) under this Agreement or directly pursuant to applicable Law.
Certain Post-Closing Actions. Neither Purchaser nor any of its Affiliates will (i) file, amend, refile, supplement, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company with respect to any Pre-Closing Tax Period (other than a Straddle Period), (ii) make any Tax election that has retroactive effect to any such Tax year of any Acquired Company (other than a Straddle Period), (iii) take any action with respect to any such Tax Returns to extend the applicable statute of limitations, (iv) file a Tax Return with respect to any Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period) in a jurisdiction in which such Acquired Company did not file such Tax Return prior to Closing, or (v) take any action on the Closing Date (other than as expressly contemplated by this Agreement) that is outside the ordinary course of business that Purchaser knows or ought reasonably to have known will create a Tax liability for Seller, in each such case without the prior written consent of Seller (not to be unreasonably withheld or delayed). Prior to making any voluntary disclosure, amnesty or similar filing with respect to any Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period), Purchaser or its Affiliates will provide written notice to Seller and the parties will cooperate in determining the most reasonable approach for addressing any such actions. Purchaser will indemnify and hold Seller harmless from and against any liability for Taxes resulting from any actions taken by it that are described in this Section 7.6(c) without the prior written consent of Seller, save where such consent has been unreasonably withheld or delayed.
Certain Post-Closing Actions. Purchaser shall not, and shall not cause or permit any of its Affiliates or any Acquired Entity to, (i) amend, supplement, modify, or re-file any Tax Return of any Acquired Entity that covers a Pre-Closing Period, (ii) grant an extension of or waive any applicable statute of limitations with respect to any Tax Return of any Acquired Entity that covers a Pre-Closing Period, (iii) make or change any Tax election that has retroactive effect to any Pre-Closing Period with respect to any Acquired Entity, or (iv) file any voluntary disclosure agreement, participate in any arrangement similar to a voluntary disclosure agreement, or voluntarily approach any Taxing Authority regarding any failure to pay Taxes or file Tax Returns of any Acquired Entity for any Pre-Closing Period, in each case, without the prior written consent of Seller Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.
Certain Post-Closing Actions. Notwithstanding anything to the contrary contained in Section 4.08, SCIS, Caterair and the Banks hereby acknowledge and agree that any amendments or modifications to any of the localized foreign Pledge Agreements that may be required in connection with the transactions contemplated hereby shall not be required to be delivered by the respective Credit Parties on the Closing Date but shall instead be required to be delivered within 90 days following the Closing Date. -114- 121
Certain Post-Closing Actions. (a) By no later than August 6, 2001, Borrower shall have established and implemented a new cash management system which complies with all of the provisions of Annex C and which is in form and substance satisfactory to Agent. By no later than October 5, 2001, Borrower shall have terminated its cash management system existing on the Closing Date and transferred all funds on deposit therein (less any amounts owing to the applicable cash management bank for fees, required indemnities, outstanding checks or returned or dishonored checks) to the Concentration Account.
Certain Post-Closing Actions. (i) Heineken shall not permit the Company or any Company Subsidiary to take any action that reasonably could be expected to increase FEMSA’s responsibility for Taxes without FEMSA’s written consent, such consent not to be unreasonably withheld, except to the extent required by applicable Law.
(ii) Neither Heineken nor any Affiliate of the Heineken Parties shall (or shall cause or permit the Company or any Company Subsidiary to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company or any Company Subsidiary with respect to any taxable year or period ending on or before the Reference Date (or with respect to any Straddle Period) without the prior written consent of FEMSA, which consent may not be unreasonably withheld.
Certain Post-Closing Actions. Notwithstanding any other provision of this Agreement to the contrary, each Party, on behalf of itself and its equityholders and Representatives, hereby consents to the undertaking of the actions described in Annex 6, subject to and in accordance with the terms hereof and thereof.