Post-Closing Conditions. On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:
Post-Closing Conditions. (a) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received the following control agreements, in each case in form and substance satisfactory to the Administrative Agent:
(i) A deposit account control agreement executed by the Borrower, the Administrative Agent and National Bank of Canada with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at National Bank of Canada;
(ii) A deposit account control agreement executed by the Borrower, the Administrative Agent and The Toronto-Dominion Bank with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at The Toronto-Dominion Bank;
(iii) A deposit account control agreement executed by the Borrower, the Administrative Agent and Bank of America, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at Bank of America, N.A.;
(iv) A deposit account control agreement executed by the Borrower, the Administrative Agent and Bank of Montreal with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at Bank of Montreal;
(v) All other control agreements which the Administrative Agent requires to be delivered pursuant to the Collateral Agreement, in each case in form and substance satisfactory to the Administrative Agent.
(b) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received any warehouse or similar agreement, and any other ancillary documentation, required to be delivered thereto pursuant to Section 4.6(b) of the Collateral Agreement (or, if any such warehouse or similar agreement, and any other ancillary documentation, has not been delivered by such date, the Borrower shall take all actions required by the Administrative Agent pursuant to Section 4.6(b) in connection therewith).
Post-Closing Conditions. On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:
Post-Closing Conditions. Within 60 days following the First Amendment Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Collateral Agent shall have received the following with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing Mortgaged Property”): (a) to the extent requested by the Collateral Agent, an amendment to each existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable Law, in each case in form and substance reasonably satisfactory to the Collateral Agent, (b) with respect to each Mortgage Amendment, to the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) shall be in form and substance reasonably satisfactory to the Collateral Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such property.
Post-Closing Conditions. The obligation of the Escrow Agent to ------------------------ deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion:
(i) Delivery of such copies of the Company's books and records as indicated by Buyer;
(ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation;
(iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a);
(iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein;
(v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and
(vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer.
Post-Closing Conditions. Buyer and Seller acknowledge that the conditions set forth below in this Section were expected to be satisfied prior to the Closing but because of Buyer and Seller's desire to close the transaction contemplated hereby on the Closing Date, Buyer and Seller have agreed that such conditions are to be satisfied as set forth in this Section. Consequently, Seller acknowledges and agrees that Seller shall be obligated to complete or satisfy the following conditions (collectively, the "POST CLOSING CONDITIONS") within one hundred eighty (180) days after the Closing Date (the "POST CLOSING CONDITIONS Period"):
(a) the form of Amended and Restated Grant of Reciprocal Easements and Declaration of Covenants, Conditions and Restrictions (the "AMENDED REA") attached hereto as EXHIBIT H which form has been approved by Buyer and Seller (or substantially the same form thereof with only such changes as may be acceptable to Buyer in its discretion) shall have been approved by all necessary parties (including, without limitation, the legal approval by any condominium or time share associations pertaining to the Towers Parcel (as defined in the Amended REA) in full compliance with their respective constituent and governing documents (the "ASSOCIATIONS")), and all conditions precedent therein shall have been satisfied, executed by all parties thereto (including all holders of deeds of trust or mortgages, to the extent legally required, consented to by the fee owner of the Travelodge Property and the signature by the Brooks Fee Owners of the Consent and Joinder of Brooks Fee Owners atxxxxxx thereto), and filed for record, which wilx xxxx the effect of amending and restating the 1996 REA and the 1998 REA (as those terms are defined in the Amended REA), superceding the 1996 REA and the 1998 REA in all respects and any easement affecting the Property as reasonably required by Buyer; and
(b) Seller shall satisfy and/or remove all Unacceptable Exceptions.
Post-Closing Conditions. (a) Prior to July 14, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received (a) a duly executed copy of each applicable Foreign Pledge Document with respect to a pledge of sixty-five percent (65%) of the total outstanding Capital Stock of Bowater-Korea Co., Ltd., including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of the Republic of Korea) evidencing the Capital Stock of Bowater-Korea Co., Ltd., together with an appropriate undated stock power for each certificate duly executed in blank by the Original Borrower), (b) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent in connection therewith (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to Bowater-Korea Co., Ltd., the Loan Documents and such other matters as the Administrative Agent shall reasonably request), and (c) such other documents and certificates as may be reasonably requested by the Administrative Agent (in consultation with the Original Borrower), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, subject to Section 12.3, the Administrative Agent may waive any or all of the requirements contained in this Section 5.4 to the extent that, in the sole discretion of the Administrative Agent, they are impracticable or pose a materially undue burden on the Original Borrower or Bowater-Korea Co., Ltd.
(b) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received the following control agreements, in each case in form and substance satisfactory to the Administrative Agent:
(i) A deposit account control agreement executed by the applicable Credit Party, the Administrative Agent and Bank of America, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Credit Parties at Bank of America, N.A.;
(ii) A deposit account control agreement executed by the applicable Credit Party, the Administrative Agent and JPMorgan Chase Bank, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agre...
Post-Closing Conditions. The Pledgors hereby agree to take the following actions, or to cause Covista, Capsule or other relevant Persons to take the following actions, (i) with respect to Collateral pledged on or before October 20, 2000, by no later than November 17, 2000, and (ii) with respect to any Collateral (whether in the form of Demanded Shares or other Collateral) proposed to be pledged after October 20, 2000, by no later than 20 business days after the date on which such Collateral is delivered or otherwise pledged, whether by execution of a security agreement or otherwise, to Pledgee:
(a) Corporate Proceedings of Pledgors, Covista and Capsule. With respect to each Pledgor that is a corporation, limited liability company or similar entity, the Pledgee shall be provided with a copy of the resolutions (or comparable authorizing document), in form and substance satisfactory to the Pledgee, of the Board of Directors (or comparable governing body) of each such Pledgor authorizing and ratifying (i) the execution, delivery and performance of the Note (if such Pledgor is a Borrower) and this Agreement and (ii) the granting by it of the Liens created pursuant to this Agreement, certified by the Secretary or an Assistant Secretary (or comparable officer) of such Pledgor, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement. With respect to each of Covista and Capsule, the Pledgee shall be provided with a copy of the resolutions of the Board of Directors of such corporation authorizing and ratifying the execution, delivery and performance of this Agreement to the extent set forth in this Agreement, certified by the Secretary or Assistant Secretary of such corporation, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement.
Post-Closing Conditions. 7.1 Seller, Xxxxxx, Xxxx X. Xxxxxx, and Xxxxxxxx (the “Tax Obligors”) shall be jointly and severally liable for any and all taxes, tax assessments, liabilities, penalties, interests, liens, and other costs relating to the payment of taxes by Seller that arose prior to the Closing Date (a “Tax Liability”), and each agree that any such amounts that may become due and payable shall be paid directly by the Tax Obligors. If the Tax Obligors fail to make a Tax Liability payment five days before such a payment is due, Buyer, in its sole discretion, may offset the amount of any such Tax Liability against any amount due to any of the Tax Obligors under this Agreement.
Post-Closing Conditions. No later than the fifth (5th) day following the Closing Date, the Company shall cause the conversion of all of its issued and outstanding shares of its Series E and Series F stock into shares of Common Stock.
