Post-Closing Action. Not later than 90 days after the Sixth Amendment Effective Date (or such later date as the Administrative Agent may reasonably agree), HMS Funding I LLC shall deliver a Custodial Agreement with respect to its account number 104791304165, FFC 172148 with U.S. Bank, N.A. All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the action described above within the time period specified thereon), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 5.32.
Post-Closing Action. In the event that subsequent to the Closing Seller receives written notice of the commencement by any Governmental Entity (including without limitation the FCC) against Seller of any investigation, litigation, arbitration or other action or proceeding relating to any of the Acquired Assets (including without limitation any FCC Licenses) (a “Post-Closing Action”), then Seller shall give written notice thereof, together with a statement of any available information regarding such Post-Closing Action, to the Purchaser within (30) thirty days after receipt of such notice. If the Purchaser determines in its sole discretion that such Post-Closing Action could have an adverse effect on the Purchaser or its assets or operations, then the Purchaser such shall have the right in its sole discretion to conduct the defense of, and to settle, any such Post-Closing Action, and be fully indemnified therefor subject to the terms and conditions of this Agreement; provided, however, Purchaser agrees to consult with Seller prior any settlement on any Post-Closing Action and Purchaser has no authority to admit any wrong-doing or liability on Seller’s behalf. The parties will cooperate fully with each other in connection with the defense of any such Post-Closing Action. It is acknowledged and agreed that nothing in this Section 4.13 shall limit the rights and remedies of the Purchaser Indemnified Parties under ARTICLE 6.
Post-Closing Action. Within 30 days following the Closing Date, deliver to the Administrative Agent a favorable opinion of local counsel in Michigan to each of Xxxxxxx Brass Co., Xxxxxxx Industrial Realty Co. and Xxxxxxx Fittings Co., Inc., a favorable opinion of local counsel in Mississippi to each of Itawamba Industrial Gas Company and Xxxxxxx Press Co. and a favorable opinion of local counsel in Pennsylvania to Precision Tube Company, Inc., in each case addressed to the Administrative Agent and each Lender, addressing the matters set forth in Exhibit G (to the extent such matters are not included in the opinion delivered pursuant to Section 4.01(a)(v) with respect to such Person) and in form and substance satisfactory to the Administrative Agent.
Post-Closing Action. Fail to deliver to the Administrative Agent the items described on Schedule 7.16 within the applicable time period specified therein.
Post-Closing Action. Within 30 days after the Amendment/Restatement Effective Date, cause to be delivered:
(a) to the Administrative Agent and the Lenders, a legal opinion of Canadian counsel covering such matters with respect to the Borrower's Canadian Subsidiary and its obligations as a guarantor under the Guarantee and Collateral Agreement as the Administrative Agent shall reasonably request; and
(b) to the Administrative Agent, certificates representing the remaining 35% of the shares of Capital Stock of Les Produits Alimentaires Jacques et Fils Inc. not previously delivered pursuant to Section 4.1(m), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.
Post-Closing Action. Subsequent to the Closing Date, Seller ------------------- shall, and shall cause any subsidiary of Seller to, from time to time execute and deliver, upon the request of Purchaser, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Purchaser to effect, record or verify the transfer to and vesting in Purchaser of full right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances, (except as specified in Section 3.5(a) of the Seller Disclosure Letter) in accordance with the terms of this Agreement.
Post-Closing Action. Except to the extent required by any applicable Law or consistent with past practice of the Company, Parent shall not (a) make any Tax election relating to the Company that has retroactive effect to any Pre-Closing Tax Period of the Company or (b) file any Tax Return or amended Tax Return of the Company for a Pre-Closing Tax Period, in each case to the extent such actions could reasonably be expected to increase Taxes for which the Holders are liable hereunder, without the prior written consent of the Holder Representative, such consent not to be unreasonably withheld, delayed or conditioned.
Post-Closing Action. Immediately following occurrence of Closing, the Seller shall and the Buyer as then new sole shareholder of the Company and Olympia shall – to the extent legally permissible – procure that the Company and Olympia enter into a transition service agreement ("TSA") attached hereto as Schedule 5.4. Immediately following occurrence of Closing, the Buyer shall procure to the extent legally permissible that the resignation of the management director of the Company Mr. Xxxxxx Xxxxxx is filed with the commercial register.
Post-Closing Action. From and after the Closing, each of Parent and the Purchaser agrees (a) not to recommend, propose or initiate, directly or indirectly, any action to rescind the transaction contemplated by this Agreement and (b) not to consent to, and to use its commercially reasonable best efforts to take all actions necessary to avoid, the remedy of rescission in any settlement negotiation or judicial action in connection with the transaction contemplated by this Agreement that is brought or threatened by any U.S. or foreign Person or agency to enforce anti-trust or comparable laws of any jurisdiction (any such negotiation or judicial action being an “Action”). Upon becoming aware of any such pending or threatened Action, Parent shall promptly provide notice thereof to the Shareholders’ Representative and, during the pendency of such Action, Parent shall consult with the Shareholders’ Representative in responding to such Action and consider the views of the Shareholders’ Representative with respect to such response; provided, however, that the Purchaser may, in its sole discretion but subject to the terms of this Agreement, respond to any such Action in any manner it deems appropriate.
Post-Closing Action. No later than January 12, 2024 (or such later date as the Administrative Agent may agree in its reasonable discretion), New Holdings shall deliver or cause to be delivered to the Collateral Agent the certificate representing Equity Interests in the Parent Borrower required to be delivered pursuant to the terms of the Security Agreement, together with an undated stock power or other appropriate instrument of transfer executed and delivered in blank by a duly authorized officer of New Holdings.
