Certain Post Closing Matters. (a) The Borrower shall deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment.
(b) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b).
(c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect.
(d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent.
(e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches.
(f) Within forty-five (45) days ...
Certain Post Closing Matters. (a) Company shall use commercially reasonable best efforts to deliver the documents and materials listed under Section 3.1(g) and 3.1(h)(iv) to the Collateral Agent to create in favor of Collateral Agent for the benefit of the Lenders a valid and perfected First Priority Lien with respect to the applicable Leasehold Properties listed on Schedule 5.14(a)(i) (the "Post-Closing Leasehold Property Deliveries") as soon as practicable, but in no event later than sixty (60) days after the Closing Date. In the event that Company fails to make the Post-Closing Leasehold Property Deliveries to the Collateral Agent within such sixty (60) day period after using commercially reasonable best efforts during such period, the Company shall deliver an Officer's Certificate to that effect and the Company's obligations under this Section 5.14 shall be satisfied. In addition, Company, Collateral Agent and Syndication Agent shall enter into all such documents necessary to assign the Landlord Personal Property Collateral Access Agreements set forth on Schedule 5.14(a)(ii) to Collateral Agent within sixty (60) days after the Closing Date.
(b) Company shall have taken all steps requested by the Syndication Agent to confirm a valid and enforceable security interest to the Collateral Agent for the benefit of the Lenders under applicable local laws no later than sixty (60) days after the Closing Date, in 65% of the stock of (i) Amscan Distributors (Canada), Ltd. and (ii) Amscan Holdings Limited (UK).
(c) Company shall have taken all steps necessary to confirm a valid and enforceable security interest under applicable local laws, in the Deposit Accounts listed on Schedule 5.14(c) of Company no later than sixty (60) days after the Closing Date; provided, however, that if the Company is proceeding diligently and in good faith but fails to confirm a valid and enforceable security interest within such sixty (60) day period set forth in this Section 5.14(b), such period may be extended to a later date that is reasonably acceptable to the Administrative Agent and the Syndication Agent; provided, further, however, that with respect to the Deposit Account listed on Schedule 5.14(c) for Anagram International, Inc., Company shall only be required to use its reasonable best efforts to obtain such a security interest.
(d) Company shall deliver to Collateral Agent all of the notes representing "Pledged Debt" as set forth on Schedule 4.4A of the Pledge and Security Agreement by no later than thirty...
Certain Post Closing Matters. (a) On or prior to March 15, 2001, Borrower shall deliver, or cause to be delivered to Lender, (i) an opinion of German counsel, in form and substance satisfactory to Lender, as to the existence of the German Borrower, the due execution and delivery of this Agreement and all related Loan Documents to which it is party and such other matters as Lender shall request and (ii) an opinion of U.S. Virgin Islands counsel, in form and substance satisfactory to Lender, as to the existence of Gamma International, the due execution and delivery by it of its Guaranty and all related Loan Documents to which it is party and such other matters as Lender shall request and certified authorizing resolution of Gamma International.
(b) On or prior to April 30, 2001:
(i) Borrower shall deliver, or cause to be delivered to Lender, a
(A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and (B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate);
(ii) Borrower shall take all actions, or cause to be taken, all actions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, without limitation, effecting all necessary registrations and re-registrations), and (iii) Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to each such Stock Pledge Agreement or amendment, restatement or ratification and such legal opinions in regard thereto as Lender shall request.
(c) On or prior to April 30, 2001:
(i) the Canadian Borrower shall deliver, or cause to be delivered to Lender, security documents, in form and substance satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in such assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall request.
(d) On or prior to April 30, 2001, the Borrower shall deliver, or cause to be deliv...
Certain Post Closing Matters. As promptly as practicable, and in any event within the time periods after the Closing Date specified in Schedule 5.17 or such later date as the Administrative Agent agrees to in writing, the Loan Parties shall deliver the documents or take the actions specified on Schedule 5.17, in each case, in form and substance reasonably satisfactory to the Administrative Agent.
Certain Post Closing Matters. As promptly as practicable after the Closing Date, but in any event within (a) 90 days after the Closing Date, complete all actions, and deliver such documentation (subject to clause (b) below) to the Administrative Agent (including all such foreign-law governed share pledge agreements, certificates, instruments and legal opinions), reasonably required by the Administrative Agent in order to effect, establish, maintain and/or perfect the Administrative Agent’s security interest and liens in the Pledged Foreign Subsidiaries (as defined in the Pledge and Security Agreement), including, without limitation, delivery of the items (or otherwise completing the actions) set forth on Schedule 6.17, and (b) 150 days after the Closing Date, complete all necessary registration of any security documents with foreign Governmental Authorities, and deliver evidence thereof to the Administrative Agent.
Certain Post Closing Matters. (a) The Company agrees that after the Effective Time, to the extent not previously approved by the Board, the Board will promptly take such actions as any Stockholder may reasonably request to waive any “corporate opportunity” or similar right or interest of the Company with respect to, and to waive any conflict of interest arising from, such Stockholder’s relationship with CFL, including such Stockholder’s acquisition of an equity interest in CFL.
(b) The Company will use its reasonable best efforts to submit to the stockholders of the Company at the first annual meeting after the Effective Time the Bylaw/Charter Proposals, the Board of Directors will recommend that the Company’s stockholders approve the Bylaw/Charter Proposals (subject to their fiduciary duties under applicable law) and the Company shall solicit from its stockholders eligible to vote for such proposals proxies in favor of approving the Bylaw/Charter Proposals.
Certain Post Closing Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:
(i) within ninety (90) days after the Closing Date, mortgages in favor of the Applicable Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Loan Parties as may then constitute all or any part of the U.S. PP&E Component or the Canadian PP&E Component, together with such updated title commitments and related real estate due diligence materials as the Administrative Agent may request in accordance with the definition of Eligible Real Property;
(ii) within sixty (60) days after the Closing Date, account control agreements in favor of the Applicable Agent and in form and substance reasonably satisfactory to the Administrative Agent on deposit accounts and securities accounts of the Loan Parties maintained with any institution other than such Applicable Agent;
(iii) within ten (10) days after the Closing Date, the form of Final Order, in form and substance satisfactory to the Administrative Agent in is exclusive discretion, which shall be attached hereto as Exhibit A-3, delivery of which was temporarily waived by the Lenders for the purposes of effectuating the Closing Date;
(iv) within three (3) Business Days after the Bankruptcy Court enters the U.S. Interim Order, orders shall have been made in the Recognition Cases recognizing the U.S. Cases of Smurfit-MBI and SLP Finance General Partnership and granting charges over the assets of each of Smurfit-MBI and SLP Finance General Partnership and otherwise in form satisfactory to the Administrative Agent, which orders shall be in full force and effect and shall not have been stayed, reversed, modified, or amended in any respect without the prior written consent of the Administrative Agent;
(v) within fifteen (15) days after the Closing Date, certificates representing ownership interests in Pledged Collateral (as defined in the Security and Pledge Agreement) that are required to be delivered to the Administrative Agent pursuant to the Security and Pledge Agreement, together with an update to Exhibit E to the Security and Pledge Agreement providing the information contemplated by but not included on such Exhibit E as of the Closing Date;
(vi) on or before March 27, 2009, (A...
Certain Post Closing Matters. (a) Parent agrees to cause the Company to repay to GN $3,709,879.67 plus interest accruing at the rate of 7.0% per annum between the Closing and the date of payment with respect to GN's loans to the Company within 10 days after the Closing. Upon such payment GN will confirm in writing that all of GN's loans to the Company are satisfied in full and GN shall release all security interests in the Company's assets.
(b) Parent agrees to use commercially reasonable efforts to obtain the release of the personal guaranties of GN, KN and JL from obligations with respect to [the Tokai equipment lease and the Company's credit cards.]
(c) Parent agrees within 10 days after the Closing either (i) to repay the Company's loans with Nevada Banking Company and terminate the agreement with Nevada Banking Company, or (ii) to obtain the release of all Stockholders guaranties to Nevada Banking Company, including the release of any collateral securing such guaranties.
Certain Post Closing Matters. (a) Notwithstanding the provisions of Section 4.01(u) hereof, the Company shall and shall cause its applicable Subsidiaries to use all commercially reasonable efforts to enable the applicable Canadian Credit Party to deliver the documents required under Section 4.01(u) with respect to the Real Property located in Edmonton, Canada within 90 days of the date hereof and if such documents cannot be delivered within such 90 day period, the Company shall discuss alternative actions that may be taken with the Administrative Agent and take such actions as may be agreed.
(b) The Company shall and shall cause its applicable Subsidiaries to take all actions reasonably necessary to obtain within 120 days of the date hereof from the trustee or other holder of the industrial revenue bonds relating to the property of Birmingham Crane & Hoist, Inc. in Birmingham, Alabama any waiver or consent necessary to permit Birmingham Crane & Hoist, Inc. to guarantee and pledge its assets to secure the Obliga- tions pursuant to the applicable Security Documents; provided, that in the event that such trustee or holder does not deliver such waiver or consent within such 120 day period, the Company and its applicable Subsidiaries shall deliver the guarantee and pledge contemplated above.
(c) The Company shall, and shall cause its South African Subsidiary to, use all commercially reasonable efforts to obtain the necessary governmental or regulatory authority required to enable the South African Subsidiary to execute a Subsidiary Guarantee.
Certain Post Closing Matters. 77 SECTION 9.19
