Conditions Subsequent to Closing. As an accommodation to the Company, the Investor has agreed to execute this Agreement and to consummate the transactions contemplated herein on the First Tranche Closing Date notwithstanding the failure by the Company to satisfy the conditions set forth in Section 2.4(a) on or before the First Tranche Closing Date. In consideration of such accommodation, the Company agrees that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Transaction Documents, the Company shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (it being understood that the failure by the Company to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default (as defined under the Notes):
(a) Pursuant to the Security Agreement, within 30 days after the Closing Date (or such later date as may be permitted by the Investor in its sole discretion), the Investor shall have received insurance certificates and endorsements in form and substance reasonably satisfactory to it.
Conditions Subsequent to Closing. (a) The Company shall (with the Board cooperation) and the Promoter shall cause the Company to fulfil (and provide certified true copies of documents evidencing such fulfilment) in form and substance reasonably satisfactory to the Investor, all the filings and compliances required under applicable Law, including the following:
(i) within 5 (Five) Business Days of the Closing Date, file with the Registrar of Companies, Form PAS 3 (or such other forms as may be applicable under the provisions of the Act) in connection with the issuance and allotment of the Subscription Securities to the Investor;
(ii) within 5 (Five) Business Days of the Closing Date, file with the Registrar of Companies, Form MGT-14 in respect of the shareholders’ resolutions referred to in Clause 5.1(i) above;
(iii) within 5 (Five) Business Days of the Closing Date, file Forms DIR-11 and DIR-12 (or such other forms as may be applicable under the provisions of the Act) with the Registrar of Companies, in relation to the resignation of the existing director and the appointment of the Investor Directors;
(iv) within 30 (Thirty) Business Days of the Closing Date, carry out the Audit of the financial statements of the Company for the year ended 31 March 2021;
(v) within 30 (Thirty) Business Days of the Closing Date, carry out technical and physical verification of inventory and fixed assets;
(vi) within 60 (sixty) Business Days of the Closing Date obtain the fire NOC for its Peenya Facility under Karnataka Fire Services Xxx 0000;
(vii) within 30 (Thirty)Business Days of the Closing Date, the Company shall, shall require that the Company shall regularize any of its non-compliances for the existing employees of the Company under the Payment of Xxxxx Xxx, 0000;
(viii) within 30 (Thirty) Business Days of the Closing Date, the Company shall develop a comprehensive Legal Register incorporating all applicable Environmental & Social legal requirements at the corporate level and facility level;
(ix) within 30 (Thirty) Business Days of the Closing Date, the Company shall identify all categories of hazardous wastes generated in the Peenya Facility and accordingly apply for Hazardous Waste Management (HWM) Authorization from Karnataka State Pollution Control Board as per the Hazardous & Other Waste (Management and Transboundary Movement) Rules 2016;
(x) within 30 (Thirty) Business Days of the Closing Date, the Company shall ensure that the owner of Peenya Facility has obtained lift license;
(xi) within 30 ...
Conditions Subsequent to Closing. The following conditions subsequent shall have been satisfied within the time frames set forth below (as may be extended by the Administrative Agent in its sole discretion):
(a) Within 45 days after the Agreement Date, the Administrative Agent shall have received duly executed Blocked Account Agreements for each Concentration Account and, to the extent required by Section 6.15, each Collateral Related Account.
(b) Within 45 days after the Agreement Date, the Administrative Agent shall have completed background checks with respect to certain key officers of the Borrower Parties and such background checks shall be satisfactory to the Administrative Agent.
(c) Within 60 days after the Agreement Date, the Administrative Agent shall have received evidence satisfactory to it that the field audit of all Credit Card Receivables and Inventory has been completed by auditors and appraisers selected by the Administrative Agent and such audit is in form and substance reasonably satisfactory to the Administrative Agent. With respect to the conditions subsequent in items (b) and (c) above, the Administrative Agent shall be diligent in its efforts to complete each such condition within the required timeframe and the Borrowers will diligently cooperate with the Administrative Agent to help facilitate the completion of each such condition subsequent.
Conditions Subsequent to Closing. As of the Closing Date, it is the present intention of the Borrower, as a general matter, to lease, rather than own, real property in its business. To that end, the Borrower plans to market real property owned by it with an intent to lease back the real property necessary and useful in its operations and to dispose of real property which is not needed in the operation of its business. The Borrower agrees that to the extent domestic members of the Consolidated Group shall continue to own real property owned as of the Closing Date twelve (12) months after the Closing Date, the following conditions subsequent shall be satisfied:
(a) Execution of Mortgages. Receipt of multiple counterparts of the Mortgages in each case executed by a duly authorized officer of each party thereto and in each case conforming to the requirements of the Credit Agreement.
Conditions Subsequent to Closing. The Company shall satisfy and the Promoters shall ensure that the Company satisfies the following conditions subsequent to the Closing :
i) In particular, the Company and the Promoters shall ensure that the Memorandum and Articles of Association of the Company are so altered as to confirm and give effect to this Agreement and shall do everything necessary for making such alterations effective.
ii) The Company shall make all necessary corporate, secretarial and statutory filings, to be made to the RoC, in connection with the Investment as well as the appointment of the Investor Director, within 30 (Thirty) days from the Closing Date;
iii) The Company shall appoint internal auditors if recommended by the Investor as provided herein within a period of 45 days therefrom.
iv) The Company shall take a key person insurance policy covering the life of the Promoters, for an aggregate risk cover equal to the amount of financial contribution made by the Investor, if so required by the Investor, the benefit of which should be assigned to the Company.
v) The Company shall take Directors and Officers (D&O) Insurance Policy for a suitable amount of risk coverage within a period of 60 (Sixty) days from the Closing Date, the desired value of which may be decided by the Investor and revised to suit the requirements from time to time.
Conditions Subsequent to Closing. 12 Article VIII Termination...................................... 12
Conditions Subsequent to Closing. The Company shall deliver to the Purchaser a certificate of good standing from the Secretary of State of Texas within seven (7) Business Days from the Closing Date.
Conditions Subsequent to Closing. 9.1 The Company undertakes to and the HoldCo shall procure that the Company shall complete each of the activities/ events including regulatory or statutory filings set out in Schedule V.
Conditions Subsequent to Closing. The Parties agree that Section 7.01 through 7.04 above are required conditions to the Closing, that the requirement to undertake such actions above shall survive the Closing, and such conditions and actions are required to be affected following the Closing, subject to waiver of any such conditions in writing by all of the Parties hereto.
Conditions Subsequent to Closing. (a) This Agreement is subject to the conditions subsequent (the “Conditions Subsequent”) that: (i) written approval, as required by Applicable Law, shall be given by a Governmental Authority to the transfer to Transferee or to a person or persons designated by Transferee of the Assets; (ii) written approval shall be given by the State of Colorado, Board of Land Commissioners to the assignment of the Lease to Transferee, or a person or persons to be designated by Transferee; substantially in accordance with the terms agreed by the Parties herein and not subject to any conditions or terms substantially at variance with or in excess of the obligations undertaken by Transferee hereunder. Until satisfaction of the Conditions Subsequent, Transferors shall hold the interest of the Transferee in and to the Assets in trust for Transferee.
(b) The Parties acknowledge and agree that Transferee shall have the responsibility for ensuring satisfaction of the Conditions Subsequent (including the filing of any and all necessary documentation with the applicable Governmental Authority) and the Parties shall provide each other with all reasonable assistance and shall execute all documents reasonably necessary in order to procure the satisfaction of the Conditions Subsequent, and they shall promptly and regularly keep each other notified of progress in satisfying the Conditions Subsequent and the date when they have been fulfilled.
(c) The Parties further agree that, in the event that the Conditions Subsequent have not been fulfilled prior to November 30, 2006 or such later date as may be agreed upon by the Parties in writing, then either Party may, at its option, elect by notice to the other Parties, to terminate this Agreement, whereupon:
(i) Transferee shall, at its expense, transfer the Assets back to Transferors without warranty of title but free and clear of any additional liens, charges or encumbrances created by, through or under Transferee, and Transferee shall execute and deliver any and all documents and do such other acts as may be necessary to give legal effect to such transfer;
(ii) Transferors shall, at their expense, reconvey the Shares to Transferee free and clear of any liens, charges or encumbrances created by, through or under each Transferor, and each Transferor shall execute and deliver any and all documents and do such other acts as may be necessary to give legal effect to such reconveyance;
(iii) Transferee shall indemnify and save harmless each Trans...
