Common use of Further Assurances and Post-Closing Matters Clause in Contracts

Further Assurances and Post-Closing Matters. (a) The Company shall, promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (w) carry out more effectively the purposes of the Loan Documents, (x) to the fullest extent permitted by applicable Law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (y) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (z) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries, to the extent applicable, to do so. (b) To the extent such items have not been delivered as of the Closing Date, within 30 days after the Closing Date (as such time period may be extended from time to time by the Administrative Agent without any requirement for Lender consent), the applicable Loan Party shall deliver to the Collateral Agent, the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, duly executed by the applicable parties thereto, and in the case of any Security Account Control Agreement or Deposit Account Control Agreement in respect of a deposit account or securities account of the Company, reflecting the renaming of the Company as described in the recitals to this Credit Agreement.

Further Assurances and Post-Closing Matters. (a) The Company shall, promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (w) carry out more effectively the purposes of the Loan Documents, (x) to the fullest extent permitted by applicable Law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (y) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (z) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries, to the extent applicable, to do so. (b) To the extent any such items have not been delivered as of the Closing Effective Date, within 30 days after the Closing Effective Date (as such time period may be extended from time to time by the Administrative Agent without any requirement for Lender consent), the applicable Loan Party shall deliver to the Collateral Agent, the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, duly executed by the applicable parties thereto, and in the case of any Security Account Control Agreement or Deposit Account Control Agreement in respect of a deposit account or securities account of the Company, reflecting the renaming of the Company as described in the recitals to this Credit Agreement.

Further Assurances and Post-Closing Matters. (a) The Company shall, promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (w) carry out more effectively the purposes of the Loan Documents, (x) to the fullest extent permitted by applicable Law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (y) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (z) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries, to the extent applicable, to do so. (b) To the extent such items have not been delivered as of the Closing Date, within 30 days after the Closing Date (as such time period may be Date, unless waived or extended from time to time by the Administrative Agent without any requirement for Lender consent)in its sole discretion, the applicable Loan Party shall deliver to the Collateral Agent, the following: (i) the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, duly executed by the applicable parties theretoappropriate parties; and (ii) the Intellectual Property Security Agreement, and duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the case of any Liens created under the Intellectual Property Security Account Control Agreement or Deposit Account Control Agreement in respect of a deposit account or securities account of the Company, reflecting the renaming of the Company as described in the recitals to this Credit Agreement.

Further Assurances and Post-Closing Matters. (a) The Company shall, promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the 103 MSG – Credit Agreement (2014) Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (w) carry out more effectively the purposes of the Loan Documents, (x) to the fullest extent permitted by applicable Law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (y) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (z) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries, to the extent applicable, to do so. (b) To the extent such items have not been delivered as of the Closing Date, within 30 days after the Closing Date (as such time period may be extended from time to time by the Administrative Agent without any requirement for Lender consent), the applicable Loan Party shall deliver to the Collateral Agent, the following: (i) the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, duly executed by the applicable parties thereto; and (ii) the Intellectual Property Security Agreement, and duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement. (c) Notwithstanding anything to the contrary set forth in the case Security Agreement, for the period from the date hereof through and including May 31, 2014 (as such time period may be extended by the Administrative Agent, in one or more increments, by up to a total of 75 additional days, without any requirement for Lender consent), the obligations of the Company and the other Grantors to comply with the cash management requirements and other provisions of Sections 5(a) and 5(b) of the Security Account Control Agreement shall be waived solely to the extent that such compliance would not be possible or practicable until the Company and the other Grantors implement new cash management procedures and enter into the Deposit Account Control Agreement in respect of a deposit account or securities account Agreements required under Section 5 of the Company, reflecting the renaming of the Company as described in the recitals to this Credit Security Agreement.