Post-Closing Actions. Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.
Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit 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, rather than as elsewhere provided in the Credit Documents); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of the benefits of the Borrowing on the Effective Date shall constitute a representation, warranty and covenant by the Borrowers and Parent to each of the Secured Creditors that the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.
Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:
Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii)...
Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.
Post-Closing Actions. The Borrower agrees that it will, and will cause each other Obligor to, complete each of the actions described on Schedule X as soon as commercially reasonable and by no later than the date set forth in Schedule X with respect to such action or such later date as the Administrative Agent may reasonably agree. 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 actions described in Schedule X within the time periods 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 5.14.
Post-Closing Actions. Complete the actions listed on Schedule 7.16 by the times stated therein (or such later date as may be consented to by the Administrative Agent in its sole discretion).
Post-Closing Actions. Complete each of the actions described on Schedule 6.18 as soon as commercially reasonable and by no later than the date set forth in Schedule 6.18 with respect to such action or such later date as the Administrative Agent may reasonably agree.
Post-Closing Actions. Subsequent to the Closing Date, Seller -------------------- shall, and shall cause any Affiliate of Seller to, from time to time execute and deliver, upon the request of Buyer, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Buyer to effect, record or verify the transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates' right, title and interest in and to the Purchased Assets, free and clear of all Liens in accordance with the terms of this Agreement.
Post-Closing Actions. Without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, (a) file any amended Tax Return of the Transferred Entities to the extent such Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (b) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this Agreement.