Common use of Certain Post Closing Matters Clause in Contracts

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) evidence satisfactory to the Administrative Agent in its exclusive discretion that Smurfit-Stone Puerto Rico, Inc. has remedied its failure to be in good standing under the law of its jurisdiction of organization and until the Administrative Agent receives such evidence, no assets of Smurfit-Stone Puerto Rico, Inc. will be included in the U.S. Borrowing Base and (B) the Organizational Documents and certificate of good standing or similar certificate for Smurfit-Stone Puerto Rico, Inc.; (vii) within ninety (90) days after the Closing Date, (A) a mortgage granted by MBI Limited/Limitée, in its capacity as general partner of Smurfit-MBI, in favour of the Canadian Collateral Agent in respect of the property municipally known as 0000 Xxxxxxxx Xxxxx, Xxxxxx, Ontario, and (B) a deed of hypothec and issue of bonds by the Canadian Borrower in favour of the Canadian Collateral Agent, as fondé de pouvoir, in respect of the property municipally known as 00000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxx, and such other documents related thereto, in each case in form and substance reasonably satisfactory to the Canadian Administrative Agent, together with such title insurance policies and related real estate due diligence materials and other materials as the Canadian Administrative Agent may request; (viii) within fifteen (15) days after the Closing Date, (A) Pledged Security Certificates (as defined in the Canadian Security Agreement) required to be delivered to the Canadian Collateral Agent pursuant to the Canadian Security Agreement and other materials as may be required to provide the Canadian Collateral Agent with control over such Pledged Security Certificates, and (B) each Instrument evidencing obligations owing to any Canadian Loan Party in a principal amount in excess of $1,000,000 included in or related to the Collateral (as defined in the Canadian Security Agreement) endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Canadian Collateral Agent may reasonably request pursuant to the Canadian Security Agreement, together with an update to Schedule A of the Canadian Security Agreement providing the information contemplated by but not included on such Schedule A as of the Closing Date; (ix) within one (1) day after the Closing Date, copies certified by the Secretary of State of the State of Delaware of (x) the Certificate of Merger of SSCE Funding, LLC with and into Stone Receivables LLC and (y) the Certificate of Merger of Stone Receivables LLC with and into Smurfit-Stone Container Enterprises, Inc.; (x) within three (3) Business Days after the Closing Date, the Termination and Reassignment Agreement with respect to the termination of the Canadian Receivables Securitization Program in form and substance reasonably satisfactory to the Administrative Agent; (xi) within three (3) Business Days after the Closing Date, the amended and restated Initial Order in form and substance reasonably satisfactory to the Administrative Agent; and (xii) on or before the date the Bankruptcy Court enters the Final Order, a cross border protocol with respect to proceedings in the Cases before the Canadian Court and the Bankruptcy Court in form and substance reasonably satisfactory to the Administrative Agent. (b) 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 Loan Parties 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.

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 27within thirty (30) days after the Closing Date, 2009, (A) evidence satisfactory to the Administrative Agent in its exclusive discretion that Smurfit-Stone Puerto Rico, Inc. has remedied its failure to be in good standing under the law of its jurisdiction of organization and until the Administrative Agent receives such evidence, no assets of Smurfit-Stone Puerto Rico, Inc. will be included in the U.S. Borrowing Base and (B) the Organizational Documents and certificate of good standing or similar certificate for Smurfit-Stone Puerto Rico, Inc.; (vii) within ninety (90) days after the Closing Date, (A) a mortgage granted by MBI Limited/Limitée, in its capacity as general partner of Smurfit-MBI, in favour of the Canadian Collateral Agent in respect of the property municipally known as 0000 Xxxxxxxx Xxxxx, Xxxxxx, Ontario, and (B) a deed of hypothec and issue of bonds by the Canadian Borrower in favour of the Canadian Collateral Agent, as fondé de pouvoir, in respect of the property municipally known as 00000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxx, and such other documents related thereto, in each case in form and substance reasonably satisfactory to the Canadian Administrative Agent, together with such title insurance policies and related real estate due diligence materials and other materials as the Canadian Administrative Agent may request; (viii) within fifteen (15) days after the Closing Date, (A) Pledged Security Certificates (as defined in the Canadian Security Agreement) required to be delivered to the Canadian Collateral Agent pursuant to the Canadian Security Agreement and other materials as may be required to provide the Canadian Collateral Agent with control over such Pledged Security Certificates, and (B) each Instrument evidencing obligations owing to any Canadian Loan Party in a principal amount in excess of $1,000,000 included in or related to the Collateral (as defined in the Canadian Security Agreement) endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Canadian Collateral Agent may reasonably request pursuant to the Canadian Security Agreement, together with an update to Schedule A of the Canadian Security Agreement providing the information contemplated by but not included on such Schedule A as of the Closing Date; (ix) within one (1) day after the Closing Date, copies certified by the Secretary of State of the State of Delaware of (x) the Certificate of Merger of SSCE Funding, LLC with and into Stone Receivables LLC and (y) the Certificate of Merger of Stone Receivables LLC with and into Smurfit-Stone Container Enterprises, Inc.; (x) within three (3) Business Days after the Closing Date, the Termination and Reassignment Agreement with respect to the termination of the Canadian Receivables Securitization Program in form and substance reasonably satisfactory to the Administrative Agent; (xi) within three (3) Business Days after the Closing Date, the amended and restated Initial Order in form and substance reasonably satisfactory to the Administrative Agent; and (xii) on or before the date the Bankruptcy Court enters the Final Order, a cross border protocol with respect to proceedings in the Cases before the Canadian Court and the Bankruptcy Court in form and substance reasonably satisfactory to the Administrative Agent. (b) 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 Loan Parties 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.

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 27within thirty (30) days after the Closing Date, 2009, (A) evidence satisfactory to the Administrative Agent in its exclusive discretion that Smurfit-Stone Puerto Rico, Inc. has remedied its failure to be in good standing under the law of its jurisdiction of organization and until the Administrative Agent receives such evidence, no assets of Smurfit-Stone Puerto Rico, Inc. will be included in the U.S. Borrowing Base and (B) the Organizational Documents and certificate of good standing or similar certificate for Smurfit-Stone Puerto Rico, Inc.; (vii) within ninety (90) days after the Closing Date, (A) a mortgage granted by MBI Limited/Limitée, in its capacity as general partner of Smurfit-MBI, in favour of the Canadian Collateral Agent in respect of the property municipally known as 0000 Xxxxxxxx Xxxxx, XxxxxxMilton, Ontario, and (B) a deed of hypothec and issue of bonds by the Canadian Borrower in favour of the Canadian Collateral Agent, as fondé de pouvoir, in respect of the property municipally known as 00000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxx, and such other documents related thereto, in each case in form and substance reasonably satisfactory to the Canadian Administrative Agent, together with such title insurance policies and related real estate due diligence materials and other materials as the Canadian Administrative Agent may request; (viii) within fifteen (15) days after the Closing Date, (A) Pledged Security Certificates (as defined in the Canadian Security Agreement) required to be delivered to the Canadian Collateral Agent pursuant to the Canadian Security Agreement and other materials as may be required to provide the Canadian Collateral Agent with control over such Pledged Security Certificates, and (B) each Instrument evidencing obligations owing to any Canadian Loan Party in a principal amount in excess of $1,000,000 included in or related to the Collateral (as defined in the Canadian Security Agreement) endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Canadian Collateral Agent may reasonably request pursuant to the Canadian Security Agreement, together with an update to Schedule A of the Canadian Security Agreement providing the information contemplated by but not included on such Schedule A as of the Closing Date; (ix) within one (1) day after the Closing Date, copies certified by the Secretary of State of the State of Delaware of (x) the Certificate of Merger of SSCE Funding, LLC with and into Stone Receivables LLC and (y) the Certificate of Merger of Stone Receivables LLC with and into Smurfit-Stone Container Enterprises, Inc.; (x) within three (3) Business Days after the Closing Date, the Termination and Reassignment Agreement with respect to the termination of the Canadian Receivables Securitization Program in form and substance reasonably satisfactory to the Administrative Agent; (xi) within three (3) Business Days after the Closing Date, the amended and restated Initial Order in form and substance reasonably satisfactory to the Administrative Agent; and (xii) on or before the date the Bankruptcy Court enters the Final Order, a cross border protocol with respect to proceedings in the Cases before the Canadian Court and the Bankruptcy Court in form and substance reasonably satisfactory to the Administrative Agent. (b) 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 Loan Parties 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.