Post-Closing Condition Sample Clauses
Post-Closing Condition. Within thirty (30) days of the Closing Date (or such longer period as Agent may agree to in its sole discretion), Borrowers shall deliver to Agent a copy of an amendment to the Master Covenant Agreement dated December 21, 2016, by and between GPM and M&T Bank, as amended, restated, amended and restated or otherwise modified from time to time (the “M&T Amendment”), in form and substance satisfactory to Agent, and Agent reserves the right to cause the parties to enter into an amendment to amend any of the covenants described herein based upon its review of the M&T Amendment to conform to the covenants in the M&T agreement after giving effect to the M&T Amendment, except with respect to covenants-that are specific to the parcels of real estate listed in the Master Mortgagee waiver, for which no conforming requirements shall be required.
Post-Closing Condition. The Parties hereby agree, at the Buyer’s request, to sign a translated English-Chinese version of this Agreement within 10 business days of the Closing Date with the understanding that this Agreement signed on this April 9, 2015 is the formal agreement by and among the Parties and should the Chinese version of certain terms in the later signed agreement conflict with their Chinese counterpart, the English version shall prevail. Such documentation shall be prepared by the Buyer at the Buyer’s expense.
Post-Closing Condition. Notwithstanding anything in Section 6.01, after the Closing Date, but prior to the initial Credit Extension, the Borrower shall deliver to the Administrative Agent recorded copies or other evidence of filing of mortgage amendments, assignments or releases, in each case releasing any Receivables and Related Security described in any mortgages filed in favor of the Credit Agreement Agent, in form and substance acceptable to the Administrative Agent.
Post-Closing Condition. Upon the OrbiMed Satisfaction Date, Bank shall have received the IP Security Agreement.”
8. Section 4.1 of the Agreement hereby is amended and restated in its entirety to read as follows:
Post-Closing Condition. After the Closing and immediately after giving effect to the transactions contemplated by this Agreement, including the making of payments pursuant to Section 3.2 and, if applicable, Section 3.3, (i) the consolidated assets of Seller and its subsidiaries will, as of such date, exceed their consolidated debts and liabilities (subordinated, contingent or otherwise), and (ii) Seller and its subsidiaries will be able to pay, as of such date, their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured. For purposes of this Section, the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.
Post-Closing Condition. Execute and deliver the documents and complete the tasks set forth on Schedule 7.1.20, in each case within the time limits specified on such schedule (unless such time period is extended in writing by the Administrative Agent in its sole discretion).
Post-Closing Condition. As soon as possible, but no later than June 2, 2016, Borrower shall deliver to Bank a share pledge agreement duly executed by Borrower or any of its affiliates, pledging to Bank sixty-five percent (65%) of the total outstanding voting capital stock of one of Borrower’s Foreign Subsidiaries, as reasonably determined by Bank taking into account the mutual desire of the parties to minimize potential adverse tax consequences to Borrower, along with the certificates therefor (and all other documents reasonably requested by Bank in connection therewith; provided, however, that Borrower or any of its affiliates, shall not be required to deliver any legal opinions to Bank with respect to the share pledge agreement).”
2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.
3. Unless otherwise defined, all initially capitalized terms in this Fourth Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Fourth Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.
4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Fourth Amendment, and that no Event of Default has occurred and is continuing.
5. As a condition to the effectiveness of this Fourth Amendment, Bank shall have received, in form and substance satisfactory to Bank:
(a) this Fourth Amendment, duly executed by Borrower;
(b) all reasonable fees and expenses incurred in connection with this Fourth Amendment and through the date of this Fourth Amendment, which may be debited from any of Borrower's accounts.
6. This Fourth Amendment may be executed in two or more counterparts, each of which shall be ...
Post-Closing Condition. On or before thirty-five (35) Business Days after the Fifth Amendment Effective Date (or such later date as the Administrative Agent may agree in its discretion), the Administrative Agent shall have received a legal opinion from each of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Credit Parties, (ii) Xxxxxx Xxxxxx, special Bahamas counsel to the Credit Parties, and (iii) Mourant Ozannes, as special Cayman Islands counsel to the Credit Parties, in each case, addressed to the Administrative Agent and each of the Lenders and in form and substance reasonably satisfactory to the Administrative Agent.
Post-Closing Condition. As soon as possible, but in any event not later than five (5) Business Days after the Effective Date, Co-Borrowers shall deliver to Bank evidence, satisfactory to Bank in its sole discretion confirming that Upstart Holdings, Inc. is in good standing with the Secretary of State and the Franchise Tax Board in the state of California.
Post-Closing Condition. An audit of Solvis Medical Group will be successfully completed within seventy days (70) of closing. Such audit will paid by Smart-Tek Solutions Inc., however it will be Solvis’ responsibility to ensure that such audit is completed on time.