Certain Post Closing Covenants Sample Clauses

Certain Post Closing Covenants. (a) At the Closing, BTSL and CRSG shall execute an Escrow Agreement, substantially in the form of Exhibit A to this Agreement (the "Escrow Agreement"), and BTSL shall deliver to the Escrow Agent stock certificates representing 6,467,161 of the shares of CSRG Common Stock issued by CSRG in connection with the 2001 Asset Purchase Agreement (the "Escrowed CSRG Shares"). Following the Closing, CSRG shall pay to BTSL a total of $245,000 in cash (the "Cash Payment") via wire transfer of immediately available funds as follows: (i) $5,000, within five days of the Closing Date; (ii) $40,000, within 15 days of the Closing Date (the "Second Payment"); and (iii) $25,000 per week for each of the eight weeks immediately following the week during which the Second Payment is made, with each of such weekly payments due and payable on the same day of the week that the Second Payment is made. Upon the payment by CSRG of the entire Cash Payment in accordance with the terms of this Section 4.3(a), and subject to the terms of the Escrow Agreement, the Escrow Agent shall deliver to CSRG 2,467,161 of the Escrowed CSRG Shares. (b) At the Closing, CSRG shall receive from BTSL 5,252,839 warrants (collectively, the "BTSL Warrants"), evidenced by a certificate (the "Certificate") substantially in the form of Exhibit B to this Agreement. Upon the Exercise Date (as defined below), all of the BTSL Warrants represented by the Certificate shall, in the aggregate, without any further action on the part of the CSRG, entitle CSRG to receive and automatically be converted into (i) such number of ordinary shares of TecEnergy such that CSRG will own ten percent (10%) of the total outstanding ordinary shares of TecEnergy owned by BTSL, or (ii) in the event that TecEnergy consummates a transaction prior to or on the Exercise Date pursuant to which the ordinary shares of TecEnergy become wholly-owned by a Public Company (as defined below) (a "Public Company Transaction"), ten percent (10%) of the total consideration received by BTSL solely in exchange for BTSL's ordinary shares of TecEnergy in the Public Company Transaction; provided, however, that in the event that the foregoing produces a result which would require the issuance or transfer of any fractional securities, the number of securities which CSRG shall be entitled to receive shall be rounded up to the next whole security so that no fractional securities are issued or transferred. For the purposes of this Agreement, a "Public Company" is a...

Certain Post Closing Covenants. In addition to the covenants contained in other sections of this Agreement, Seller hereby covenants and agrees as follows:

Certain Post Closing Covenants. The Borrowers hereby jointly and severally agree that, in addition to the covenants set forth in Sections 6.1 and 6.2, the Borrowers shall: (a) no later than five (5) Business Days after the Closing Date, deliver to Lender: (i) account control agreements substantially in the form of that attached hereto as Exhibit E with respect to all of the Borrowers’ Deposit Accounts, in each case duly executed by (A) the Borrower in whose name such Deposit Account is held, and (B) Fifth Third Bank, an Ohio banking corporation, and each other bank with which such Deposit Account is maintained (ii) a certificate of good standing issused by the Secretary of State of the State of Delaware evidencing that Zoo Entertainment is a corporation existing and in good standing under the laws of the State of Delaware; (iii) a favorable written legal opinion (addressed to the Lender and dated as of the Closing Date) of Xxxxxxx Meuthing and Xxxxxxx PLL, counsel to the Borrowers, in the form reasonably requested by the Lender; (iv) proper terminations of the following financing statements in a form appropriate for filing under the UCC of the State of Delaware: (A) Delaware Financing Statement 12283185, filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; and (B) Delaware Financing Statement 12283367 filed June 15, 2011, specifying indiePub as “Debtor” and Working Capital Solutions, as “Secured Party”; (v) with respect to Zoo Europe, (A) certificates representing all certificated Capital Stock of Zoo Europe accompanied by undated stock powers duly executed in blank; and (B) account control agreements reasonably acceptable to Lender with respect to the Deposit Accounts maintained by Zoo Europe; and (b) no later than ten (10) Business Days after the Closing Date after the Closing Date, deliver to Lender a Registration Rights Agreement, effective as of the Closing Date, in a form satisfactory to Lender in its reasonable discretion and pursuant to which Zoo Entertainment shall agree to register, upon demand by the Lender, all Capital Stock received by the Lender pursuant to this Agreement (including pursuant to Article VIII) or the exercise of the Warrant.

Certain Post Closing Covenants. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14, the Borrower agrees to cause such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Effective Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14, until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable opinion of the Agents, such Foreign Subsidiary shall not be permitted to incur Intercompany Indebtedness in excess of that permitted pursuant to the Original Agreement.

Certain Post Closing Covenants. (a) In connection with the Merger, United shall cause OpCo to comply with the following requirements established in the Código Fiscal de la Federación, Reglamento del Código Fiscal de la Federación, Resolución Miscelánea Fiscal and in any other applicable Mexican Tax regulation: (i) OpCo shall timely file a merger notice with the Mexican Taxing Authorities (which shall be deemed to have been completed when OpCo files (1) its register in the Registro Federal de Contribuyentes and (2) the cancellation of the Registro Federal de Contribuyentes of each other ContentCo and Merger Sub), (ii) after the Merger, OpCo shall continue to engage in the activities in which each other ContentCo and Merger Sub engaged in before the Merger for a minimum period of one year following the effectiveness of the Merger, (iii) OpCo shall timely file on behalf each other ContentCo and Merger Sub with the Mexican Taxing Authorities (x) the Tax Returns and (y) the information statements required by the Mexican Tax Laws for the taxable period (or portion thereof) ending on the date of the Merger (or, if earlier, the date on which the Merger is deemed to occur for Mexican Federal income Tax purposes), which Tax Returns and information statements shall be true, correct and complete in all material respects, and (iv) OpCo shall pay the Taxes of each other ContentCo and Merger Sub for such taxable period; provided, that United’s obligations in clauses (iii) and (iv) shall be subject to paragraph (d) hereof. Torch shall, and shall cause its Subsidiaries to, provide United with such cooperation, documentation and information as may reasonably be requested by United in connection with the filing requirements described in the preceding sentence, and United shall be entitled to rely on the accuracy of any such documentation or information provided by Torch or its Subsidiaries. (b) In connection with the Capital Reduction and Prior Capital Reduction, United shall cause OpCo to prepare and maintain the information listed below, provided that any such information, to the extent depending on information of (or related to) the ContentCo Group or Torch (or its applicable Subsidiary) for any Pre-Closing Tax Period, shall be prepared by OpCo relying on the information and documentation provided by Torch (or its applicable Subsidiary): (i) workpapers with the calculation of the CUCA (Cuenta de Capital de Aportación), (ii) all supporting documentation required under Mexican Tax Law for the calculation ...

Certain Post Closing Covenants. Within 30 days from the Closing Date the Borrower agrees to (a) with respect to the Foreign Subsidiaries listed on Schedule 5.14(a), deliver the certificates and documents (translated into English) that are listed and described in Section 4.01(f)(ii), (b) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(b), deliver the documents and instruments listed and described by Section 4.01(f)(iii) and (c) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(c), deliver certificates of Capital Stock, stock powers and other documents and instruments described in Section 4.01(c)(iii) and/or such other evidence as may be required pursuant to Section 4.01(c)(vii) to evidence that the Administrative Agent (on behalf of the Lenders) holds a perfected, first priority Lien on the Capital Stock of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14(b), the Borrower agrees to cause such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Closing Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Restricted Subsidiaries and listed on Schedule 5.14(c), the Borrower agrees to deliver a letter from its counsel in each applicable jurisdiction setting forth the steps and procedures required to perfect a Lien on the Capital Stock of that Foreign Subsidiary pursuant to the laws of such jurisdiction. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14(a) (b) or (c), until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable opinion of the Agents, such Foreign Subsidiary shall not be deemed to be a "Foreign Subsidiary" for purposes of activities permitted pursuant to Article 6 of this Agreement (other than Sections 6.01(k) and 6.01(l)).

Certain Post Closing Covenants. (a) The Purchaser Parties covenant and agree that, for the lesser of (i) a period of five (5) years following the Effective Time and (ii) the period from the Effective Time until no Series B Shares remain issued and outstanding, whether or not required by the Securities and Exchange Commission (the “SEC”), the Purchaser Parties will cause the Surviving Entity to file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Surviving Entity were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Surviving Entity’s certified independent accountants, and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Surviving Entity were required to file such reports. In addition, after the Effective Time and for so long as any Series B Shares remain outstanding, the Purchaser Parties agree to cause the Surviving Entity to furnish to the holders of the Series B Shares and to securities analysts and prospective investors, upon their request, the information required to be available pursuant to Rule 144(c) under the Securities Act to the extent such information is not electronically filed with the SEC and electronically available to the public free of cost. (b) The Purchaser Parties covenant and agree that, after the Effective Time and so long as the Series B Shares are issued and outstanding, the Purchaser Parties will not propose, and the Purchaser Parties and their respective Affiliates will not vote or cause to be voted any Common Shares with respect to which they are entitled to vote against, any action which would impair the Surviving Entity’s status as a REIT for purposes of the Code, unless a majority of the then Independent Trustees of the Surviving Entity has determined that it would be in the best interests of the Surviving Entity and its shareholders that the Surviving Entity no longer maintain its status as a REIT under the Code. (c) The Purchaser Parties covenant and agree that for a period of six (6) months from the Effective Time, the Purchaser Parties shall not, other than as set forth in Section 5.18(c)...

Certain Post Closing Covenants. Without the prior written consent of the Stockholders’ Representative (not to be unreasonably withheld, conditioned or delayed), none of Parent or any of its Affiliates (including, following the Closing, the Company and its Subsidiaries) shall, to the extent relating solely to the Company or any of its Subsidiaries, (a) file any amended Tax Return for any Pre-Closing Tax Period or (b) make any election or any change to any Tax election that has retroactive effect to, any Pre-Closing Tax Period (including, without limitation, any election under Section 338 of the Code), other than any Tax election made in connection with the Tax Return preparation procedures under Section 10.1(b), in each case of clauses (a) and (b) solely to the extent such action would reasonably be expected to give rise to or increase an indemnification obligation for the Stockholders under Article IX.

Certain Post Closing Covenants. (a) Each of the Parties shall use all reasonable efforts to procure that: (i) the net assets value of each of TET, TET-Production, Alex TV, S-TET, TET-Poltava and TET-Kherson as soon as possible, or in any case not later than as a result of the 2009 financial year, is above the aggregate amount of registered capitals each of TET, TET-Production, Alex TV, S-TET, TET-Poltava and TET-Kherson respectively within deadlines reasonably satisfactory to CME Ltd.; (ii) each Ukrainian TET Group Entity and its respective shareholders shall execute amendments to the effective wording of its Constitutional Documents to bring it into full conformity with Ukrainian Law, and such amendments to the Constitutional Documents of each TET Group Entity shall be registered by the competent Governmental Authority under applicable Laws; and (iii) the TET Group shall obtain permits to host radio-electronic devices used by TET for TET signal transmission ("RED Permits") in respect of all radio-electronic devices hosted by TET Group without such RED Permits within a deadline reasonably satisfactory to CME Ltd. (b) As soon as practicable following the Closing Date, the Parties shall procure that extraordinary general meetings (or the equivalent) of the Company and each relevant Subsidiary shall be duly convened and held at which the Persons nominated by CME Ltd. and Xxxxxxx in accordance with this Agreement and/or as contemplated in the Shareholders' Agreement (insofar as they have not been appointed) shall be appointed as members of the Company Board (as defined in the Shareholders' Agreement) and each Opco Supervisory Board (as defined in the Shareholders' Agreement) in accordance with the Shareholders' Agreement and the Constitutional Documents of each such Subsidiary. (c) Following the Closing Date, Xxxxxxx shall: (i) use best efforts to procure that (x) any Xxxxxx Assignments not effected prior to the Closing Date are effected as soon as practicable after the Closing Date; and (y) all third party consents required in respect of any Xxxxxx Assignments not obtained prior to the Closing Date are promptly obtained, and pending the effectiveness of such Xxxxxx Assignments, shall procure that any benefit accruing to Xxxxxx under a Xxxxxx Contract shall be held in trust by Xxxxxx for the benefit of Holding Company; and (ii) procure that the Company and CME Ltd. are provided reasonable access to any Material Contracts (including, for the avoidance of doubt, any programming agreements and ...

Certain Post Closing Covenants. (a) Except as otherwise provided in Clause 4.5(e), from and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall in respect of all other matters, promptly afford such other Party and its respective agents reasonable access to their respective books and records, information, employees and auditors (and, in the case of Buyer, including those books and records, information, employees and auditors of the Company and each of the Studio 1+1 and Kino Group Entities) to the extent necessary or useful for the party requesting such access in connection with any audit, investigation, dispute or Litigation, provided that the party requesting such access agrees to reimburse the other party promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request. (b) Except as otherwise provided in Clause 4.5(e), and notwithstanding anything to the contrary in Clause 4.5(a), (i) the access rights set forth in Clause 4.5(a) shall be exercised in such manner as not to interfere unreasonably with the conduct of the business of the Party granting such access, (ii) the Party granting access may withhold any document (or portions thereof) or information (A) that is subject to the terms of a non-disclosure agreement with a third party, (B) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party's counsel, constitutes a waiver of any such privilege or (C) if the provision of access to such document (or portion thereof) or information, as determined by such party's counsel, would reasonably be expected to conflict with applicable Laws and (iii) neither Seller nor any of its Affiliates or representatives shall have any obligation to provide Buyer or its representatives (A) access to any Tax Return filed by Seller or any of its Affiliates, or any related materials, in each case not relating exclusively to the Company and its Subsidiaries or (B) access to any individual personnel or payroll records, in each case not relating exclusively to the Company and its Subsidiaries. (c) Except as otherwise provided in Clause 4.5(e), from and after the Closing: (i) Seller, on the one hand, and each of the Buyer Parties, on the other hand, shall, and shall cause their respective Affiliates and representatives to, maintain in confidence this Agreement and the Transaction Documents and any ...