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. 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. Fail to deliver to the Administrative Agent the items described on Schedule 7.16 within the applicable time period specified therein.
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. Within 30 days after the Amendment/Restatement Effective Date, cause to be delivered:
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. 6.1.: Within 15 Business Days from the date hereof, Second Party shall complete the following actions ("Conditions Subsequent"). The Second Party shall issue a written notice to First Party immediately (not later than 15 days from the date of satisfaction) upon fulfillment of the following Conditions Subsequent.
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. Fail to deliver or satisfy any of the following requirements within thirty (30) days following the Amendment No. 1 Effective Date (or such longer period as the Administrative Agent shall permit in its sole discretion):
Post-Closing Action. Fail to deliver to the Lender a lenders’ loss payable endorsement, in form and substance reasonably satisfactory to the Lender, with respect to the insurance policies of the Loan Parties within sixty (60) days of the Closing Date (or such later date as the Lender shall agree in its sole discretion).
