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 (30) days after the Closing Date.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Amscan Holdings Inc)
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) Within 45 days after the Closing Date. In , Borrower shall
(i) use reasonable commercial efforts to obtain from each Person identified on Schedule 5.13
(a) an acknowledgment letter in favor of Collateral Agent, for the event that Company fails benefit of Lenders, in the form of Exhibit N with respect to make each corresponding agreement listed on such Schedule 5.13(a).
(ii) use reasonable commercial efforts to ensure the Post-Closing Leasehold Property Deliveries delivery to the Collateral Agent within such sixty (60) day period after using commercially reasonable best efforts during such periodAgent, in the Company shall deliver an Officer's Certificate case of each Leasehold Property listed on Schedule 3.1 in respect of which one was not delivered prior to that effect and the Company's obligations under this Closing Date pursuant to Section 5.14 shall be satisfied. In addition3.1(g)(v), Company, Collateral Agent and Syndication Agent shall enter into all such documents necessary to assign the a Landlord Personal Property Collateral Access Agreements set forth Agreement with respect thereto; and
(iii) use reasonable commercial efforts to obtain a consent to the collateral assignment to Collateral Agent, Syndication Agent and Lenders of rights existing under all Material Contracts listed on Schedule 5.14(a)(ii) 5.13(b), such consent in form and substance reasonably satisfactory to Collateral Agent within sixty Agent. Collateral Agent, on behalf of the Lenders, hereby acknowledges and agrees that the use of reasonable commercial efforts shall not require Borrower or its Subsidiaries to pay money (60other than reasonable fees) or waive any contractual or other rights in order to obtain such consent.
(b) Within 45 days after the Closing Date.
(b) , Holding Company shall have taken all steps requested deliver to Agents and Lenders a Management Services Agreement entered into by the Syndication Agent Holding Company and each Unrestricted Subsidiary designed to confirm a valid fairly and enforceable security interest to the Collateral Agent equitably allocate overhead and management costs and expenses incurred by Holding Company for the benefit of Unrestricted Subsidiaries 108 116 among the Lenders under applicable local laws no later than sixty Unrestricted Subsidiaries and require Unrestricted Subsidiaries to reimburse Holding Company for such allocated amounts on fair and equitable terms.
(60c) Within forty-five (45) days after the Closing Date, in 65% of the stock of (i) Amscan Distributors (Canada), Ltd. and (ii) Amscan Holdings Limited (UK).
(c) Company Borrower 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 furnish to the Administrative Collateral Agent and (which Collateral Agent shall promptly furnish to the Syndication Agent; provided, further, however, that Lenders if requested) post-closing searches made with respect to the Deposit Account listed on Schedule 5.14(cpersonal or mixed property (including fixtures) for Anagram Internationalof the Credit Parties, Inc., Company shall only be required reflecting the filing of the UCC Financing Statements referred to use its reasonable best efforts to obtain such a security interestin Section 3.1(g)(iii) hereof.
(d) Company Within forty-five days of the acquisition of a new Leasehold Property (at which Collateral having an aggregate book value in excess of $1,000,000 is to be located) by any Credit Party, such Credit Party shall deliver to the Collateral Agent all Agent, a Landlord Personal Property Collateral Access Agreement. Each Credit Party shall not permit Collateral having an aggregate book value in excess of $1,000,000 at any time to be located at a Leasehold Property in respect of which such Credit Party has not delivered or used reasonable commercial efforts (including, without limitation, the notes representing "Pledged Debt" payment of reasonable fees or other such reasonable amounts as set forth on Schedule 4.4A may be necessary) to ensure the delivery to the Collateral Agent, of the Pledge and Security Agreement by no later than thirty a Landlord Personal Property Collateral Access Agreement.
(30e) days As soon as possible after the Closing Date, and in any event prior to December 31, 2000, Parent shall contribute to Holding Company all of Parent's Telecommunications Assets, Real Estate Assets and transportation assets.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Gabriel Communications Inc /De/)
Certain Post Closing Matters. Forthwith after the Closing, SharkReach, Acquirer, the Surviving Company and the MIM Owners agree to use all their best efforts and cooperate to:
(a) Company shall use commercially reasonable best efforts to deliver file the documents and materials listed under Section 3.1(g) and 3.1(h)(iv) to the Collateral Agent to create in favor Certificate of Collateral Agent for the benefit Merger with Secretary of State 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.State of Georgia;
(b) Company shall have taken all steps requested by issue a news release reporting the Syndication Agent to confirm Closing (in a valid and enforceable security interest form mutually agreeable 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 (CanadaParties), Ltd. and (ii) Amscan Holdings Limited (UK).;
(c) Company shall have taken all steps necessary timely file a Form 8-K with the Securities and Exchange Commission disclosing the terms of this Agreement and, not more than 71 days following the filing of such Form 8-K, to confirm a valid file an amended Form 8-K which includes audited financial statements of MIM as well as pro forma financial information of MIM and enforceable security interest under applicable local laws, in SharkReach as required by Regulation SK as promulgated by 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 Securities 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.Exchange Commission;
(d) Company shall deliver to Collateral Agent all timely file reports on Forms 13D and 3 with the Securities and Exchange Commission disclosing the acquisition of the notes representing "Pledged Debt" as set forth on Schedule 4.4A Acquisition Shares by the MIM Owners;
(e) take any steps that may be mutually agreed upon by SharkReach and the MIM Owners to obtain any and all third party consents required to preserve and maintain the MIM Assets, including the MIM Material Contracts, notwithstanding the change in control of MIM arising from the Merger;
(f) take steps to evidence and secure the rights and interest of the Pledge MIM Owners in and Security Agreement by no later than thirty to the MIM names and service-marks (30including, without limitation, the name Mastermind Involvement Marketing and all variations thereof), the Website (hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx)(collectively referred to as the “MM IP”) days after until twelve months following the Closing date that the Lock-Up restrictions under the Lock-Up Agreements have expired (the “Final Consideration Date”) – it being understood and agreed upon that neither SharkReack nor Acquirer will take any steps that would involve or result in a sale, transfer or encumbrance on the MIM IP at any time prior to the Final Consideration Date; and, following the Final Consideration Date, to promptly take any and all steps required to permanently transfer all right, title and interest in and to the MM IP to SharkReach; and
(g) use commercially reasonable efforts as may be required from time to time to remove or cure any violation of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a material adverse impact on tradability of the SharkReach Common Shares.
Appears in 1 contract
Samples: Merger Agreement (SharkReach, Inc.)
Certain Post Closing Matters. (a) Company shall use commercially reasonable best efforts Notwithstanding anything to deliver the documents and materials listed under Section 3.1(g) and 3.1(h)(ivcontrary contained in this Agreement, within the time periods set forth below or such later date(s) to which the Collateral Administrative Agent to create shall, in favor of Collateral Agent for its exclusive discretion, agree in writing, the benefit of the Lenders a valid and perfected First Priority Lien with respect Borrowers shall deliver 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.Administrative Agent:
(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 (30) days after the Closing Date, all Lien searches, if any, which the Borrowers were required to deliver pursuant to Section 4.1(k) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date;
(ii) within ninety (90) days after the Closing Date, mortgages in favor of the Collateral Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Borrowers as may then constitute all or any part of the Real Property 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;
(iii) upon the Administrative Agent's acceptance of the Budget, and in any event no later than the date which is one hundred fifty (150) days after the Closing Date, the Borrowers shall have executed and delivered an amendment to this Agreement setting forth the financial covenant levels for Sections 6.4 and 6.5 of this Agreement, which covenants shall be satisfactory to the Administrative Agent;
(iv) within thirty (30) days after the Closing Date, all good standing certificates, if any, which the Borrowers were required to deliver pursuant to Section 4.1(a)(iv) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date; provided that one or more of the Borrowers may identify to the Administrative Agent certain of the jurisdictions from which they shall not have obtained good standing certificates as of the Closing Date as jurisdictions in which the Borrower(s) do not conduct a material amount of business and the Administrative Agent may thereafter (but shall not be obligated to) waive delivery of a good standing certificate for such jurisdiction(s);
(v) Schedules 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13, which the Borrowers were required to deliver pursuant to Section 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13 of this Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(b) Notwithstanding anything to the contrary contained in this Agreement or the Security and Pledge Agreement, within thirty (30) days after the Closing Date or such later date to which the Collateral Agent shall, in its reasonable discretion, agree in writing, the Borrowers shall deliver to the Collateral Agent:
(i) Schedules 1, 3, 4, 6, 7, and 8, which the Borrowers were required to deliver pursuant to Section 4(a), 1(h), 1(i), 1(m), 1(n), and 1(o) of the Security and Pledge Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(c) All conditions precedent and representations contained in the Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct at the time the respective action is taken in accordance with the foregoing provisions of this Section 9.18. The acceptance of the benefits of the making of each Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that the actions required pursuant to this Section 9.18 will be taken within the relevant time periods referred to in this Section 9.18 and that, at such time, all representations and warranties contained in this Agreement shall then be true and correct without any modification pursuant to this Section 9.18.
Appears in 1 contract
Samples: Revolving Credit Agreement (Interstate Bakeries Corp/De/)
Certain Post Closing Matters. (a) Company shall use commercially reasonable best efforts Notwithstanding anything to deliver the documents and materials listed under Section 3.1(g) and 3.1(h)(ivcontrary contained in this Agreement, within the time periods set forth below or such later date(s) to which the Collateral Administrative Agent to create shall, in favor of Collateral Agent for its exclusive discretion, agree in writing, the benefit of the Lenders a valid and perfected First Priority Lien with respect Borrowers shall deliver 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.Administrative Agent: 77
(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 (30) days after the Closing Date, all Lien searches, if any, which the Borrowers were required to deliver pursuant to Section 4.1(k) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date;
(ii) within ninety (90) days after the Closing Date, mortgages in favor of the Collateral Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Borrowers as may then constitute all or any part of the Real Property 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;
(iii) upon the Administrative Agent's acceptance of the Budget, and in any event no later than May 28, 2005, the Borrowers shall have executed and delivered an amendment to this Agreement setting forth the financial covenant levels for Sections 6.4 and 6.5 of this Agreement, which covenants shall be satisfactory to the Administrative Agent;
(iv) within thirty (30) days after the Closing Date, all good standing certificates, if any, which the Borrowers were required to deliver pursuant to Section 4.1(a)(iv) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date; provided that one or more of the Borrowers may identify to the Administrative Agent certain of the jurisdictions from which they shall not have obtained good standing certificates as of the Closing Date as jurisdictions in which the Borrower(s) do not conduct a material amount of business and the Administrative Agent may thereafter (but shall not be obligated to) waive delivery of a good standing certificate for such jurisdiction(s);
(v) Schedules 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13, which the Borrowers were required to deliver pursuant to Section 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13 of this Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(b) Notwithstanding anything to the contrary contained in this Agreement or the Security and Pledge Agreement, within thirty (30) days after the Closing Date or such later date to which the Collateral Agent shall, in its reasonable discretion, agree in writing, the Borrowers shall deliver to the Collateral Agent:
(i) Schedules 1, 3, 4, 6, 7, and 8, which the Borrowers were required to deliver pursuant to Section 4(a), 1(h), 1(i), 1(m), 1(n), and 1(o) of the Security and Pledge Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(c) All conditions precedent and representations contained in the Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct at the time the respective action is taken in accordance with the foregoing provisions of this Section 9.18. The acceptance of the benefits of the making of each Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that the actions required pursuant to this Section 9.18 will be taken within the relevant time periods referred to in this Section 9.18 and that, at such time, all representations and warranties contained in this Agreement shall then be true and correct without any modification pursuant to this Section 9.18.
Appears in 1 contract
Samples: Revolving Credit Agreement (Interstate Bakeries Corp/De/)
Certain Post Closing Matters. (a) Company shall use commercially reasonable best efforts Notwithstanding anything to deliver the documents and materials listed under Section 3.1(g) and 3.1(h)(ivcontrary contained in this Agreement, within the time periods set forth below or such later date(s) to which the Collateral Administrative Agent to create shall, in favor of Collateral Agent for its exclusive discretion, agree in writing, the benefit of the Lenders a valid and perfected First Priority Lien with respect Borrowers shall deliver 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.Administrative Agent:
(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 (30) days after the Closing Date, all Lien searches, if any, which the Borrowers were required to deliver pursuant to Section 4.1(k) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date;
(ii) within ninety (90) days after the Closing Date, mortgages in favor of the Collateral Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Borrowers as may then constitute all or any part of the Real Property 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;
(iii) upon the Administrative Agent's acceptance of the Budget, and in any event no later than May 28, 2005, the Borrowers shall have executed and delivered an amendment to this Agreement setting forth the financial covenant levels for Sections 6.4 and 6.5 of this Agreement, which covenants shall be satisfactory to the Administrative Agent;
(iv) within thirty (30) days after the Closing Date, all good standing certificates, if any, which the Borrowers were required to deliver pursuant to Section 4.1(a)(iv) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date; provided that one or more of the Borrowers may identify to the Administrative Agent certain of the jurisdictions from which they shall not have obtained good standing certificates as of the Closing Date as jurisdictions in which the Borrower(s) do not conduct a material amount of business and the Administrative Agent may thereafter (but shall not be obligated to) waive delivery of a good standing certificate for such jurisdiction(s);
(v) Schedules 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13, which the Borrowers were required to deliver pursuant to Section 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13 of this Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(b) Notwithstanding anything to the contrary contained in this Agreement or the Security and Pledge Agreement, within thirty (30) days after the Closing Date or such later date to which the Collateral Agent shall, in its reasonable discretion, agree in writing, the Borrowers shall deliver to the Collateral Agent:
(i) Schedules 1, 3, 4, 6, 7, and 8, which the Borrowers were required to deliver pursuant to Section 4(a), 1(h), 1(i), 1(m), 1(n), and 1(o) of the Security and Pledge Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(c) All conditions precedent and representations contained in the Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct at the time the respective action is taken in accordance with the foregoing provisions of this Section 9.18. The acceptance of the benefits of the making of each Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that the actions required pursuant to this Section 9.18 will be taken within the relevant time periods referred to in this Section 9.18 and that, at such time, all representations and warranties contained in this Agreement shall then be true and correct without any modification pursuant to this Section 9.18.
Appears in 1 contract
Samples: Revolving Credit Agreement (Interstate Bakeries Corp/De/)
Certain Post Closing Matters. (a) Company The Borrower 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") Agent, as soon as practicable, practicable after the Closing Date (but in no event later than sixty five (605) Business Days thereafter), evidence satisfactory to the Agent that the UCC financing statements of record and reflected in the UCC search reports delivered to the Agent on or prior to the Closing Date do not encumber any of the Machinery & Equipment described in Exhibit C of the Deed of Trust. The evidence to be provided to satisfy the foregoing requirements can include copies of UCC financing termination statements or written confirmation from the secured parties identified in such UCC financing statements that the Machinery & Equipment is not within the scope of the Lien evidenced by their respective UCC financing statement(s). If after the Closing Date it is determined that any of such Machinery & Equipment is encumbered by a prior Lien, the Borrower shall as soon as practicable (but in no event later than 30 days after the Closing Date. In the event that Company fails ) (i) execute and file, or cause 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 periodbe executed and filed, the Company shall deliver an Officer's Certificate to that effect UCC financing termination statements 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 any other documents necessary to assign terminate and cancel such prior Lien, and (ii) take, or cause to be taken, all other actions, as the Landlord Personal Property Agent may request, to cause the Liens created by the Collateral Access Agreements set forth on Schedule 5.14(a)(ii) Documents over the Machinery & Equipment to Collateral Agent within sixty (60) days after the Closing Dateconstitute first priority Liens subject to no other Liens other than Permitted Liens.
(b) Company shall have taken all steps If requested by the Syndication Documentation Agent to confirm a valid on or after the Closing Date and enforceable security interest prior to the Collateral next Funding Date following the Closing Date, the Borrower, at its own expense, shall deliver to the Documentation Agent for and the benefit Lenders a written appraisal of the Lenders under applicable local laws no later than sixty (60) days Fab 25 Facility, dated as of a date after the Closing Date, from an appraiser acceptable to the Documentation Agent and the Lenders, and prepared on a basis satisfactory in 65% form and substance to the Documentation Agent and the Lenders, such appraisal to include, without limitation, information required by applicable law and regulation and by the internal policies of the stock Lenders (such appraisal, the “New Fab 25 Facility Appraisal”). If the Documentation Agent does not request the New Fab 25 Facility Appraisal prior to the next Funding Date, the obligation of (i) Amscan Distributors (Canada), Ltd. and (ii) Amscan Holdings Limited (UK).
(c) Company shall have taken all steps necessary the Borrower 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 Dateprovide such appraisal will terminate; provided, however, that nothing herein shall affect the obligation of the Borrower to deliver additional appraisals 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 required pursuant 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 interestLetter.
(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 (30) days after the Closing Date.
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Samples: Term Loan and Security Agreement (Advanced Micro Devices Inc)
