Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in on Schedule 5.3 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified therein for such condition (or such later date as the Administrative Agent shall agree in its sole discretion).
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion):
(a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date.
(b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement.
(c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date insurance endorsements, in form and substance reasonably satisfactory to the Administrative Agent;
(d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;
(f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect;
(g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and
(h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date oc...
Post-Closing Conditions Subsequent. Notwithstanding anything to the contrary set forth in this Agreement, the Borrower agrees, except as otherwise provided on Schedule 5.3, to use commercially reasonable efforts to deliver to the Administrative Agent, on behalf of the Lenders, the documents set forth on Schedule 5.3, in form and substance reasonably satisfactory to the Administrative Agent, and/or take the actions set forth on Schedule 5.3, in a manner reasonably acceptable to the Administrative Agent, on or before the deadlines set forth on Schedule 5.3 (as such deadlines may be extended by the Administrative Agent in its reasonable discretion). To the extent there is any conflict between the provisions of any Loan Document and Schedule 5.3, the provisions of Schedule 5.3 shall control. To the extent any representation and warranty contained herein or in any other Loan Document would not be true or any provision of any covenant contained herein or in any other Loan Document would be breached because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects and the respective covenant complied with at the time the respective action is taken (or was required to be taken) in accordance with this Section 5.3 (and the corresponding Schedule 5.3).
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion):
(a) Within thirty (30) days after the Closing Date, to the extent not delivered to the Administrative Agent on or prior to the Closing Date, deliver to the Administrative Agent insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, in form and substance satisfactory to the Administrative Agent.
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion):
(a) on or before the date which is 45 days after the Closing Date, the Borrower shall have delivered landlord waivers in form and substance reasonably satisfactory to the Administrative Agent and executed by the applicable landlord for each of the following locations: (w) the Borrower’s chief executive office, (x) the Borrower’s Alabama location, (y) the Borrower’s Norwood, MA location and (z) each of the Borrower’s other Canton, MA locations;
(b) on or before the date which is twenty days after the Closing Date, the Borrower shall have delivered supplements in form and substance reasonably satisfactory to the Administrative Agent to the (i) Collateral Information Certificate, and (ii) the Guarantee and Collateral Agreement with respect to the Loan Parties’ Intellectual Property registered outside of the United States;
(c) on or before the date which is thirty days after the Closing Date, the Borrower shall have delivered an amendment to Article VI, Section 1 of the By-Laws of Organogenesis Inc. in form and substance reasonably satisfactory to the Administrative Agent; and
(d) on or before the date which is thirty days after the Closing Date, to the extent not delivered to the Administrative Agent on or prior to the Closing Date, deliver to the Administrative Agent insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent.
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3, in each case by no later than the date specified for such condition below:
(a) Use commercially reasonable efforts to obtain a Control Agreement with Bank of America, N.A. for the Bank of America Payment Processing Account in form and substance reasonably satisfactory to the Administrative Agent.
(i) cause each Loan Party and each counsel of the Loan Parties to deliver to the Administrative Agent by no later than the date occurring ten (10) Business Days after the Closing Date, the originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 5.1 (including any such signature pages to this Agreement and each of the other Loan Documents) in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents, and (ii) use commercially reasonable efforts to cause any other Persons party to any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring 30 days after the Closing Date the originally- executed signature pages of such Persons to any of the agreements, notice acknowledgments and other documents referenced in Section 5.1 in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents; and
(c) Deliver to the Administrative Agent by no later than the date occurring twenty (20) days after the Closing Date a certificate representing the shares of the Capital Stock of buyindiaonline owned by the Borrower and pledged to Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the xxxxxxx thereof.
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in Schedule 5.2 to the reasonable satisfaction of the Lender, in each case, by no later than the date specified for such condition (or such later date as the Lender shall agree in its sole discretion).
Post-Closing Conditions Subsequent. The Borrowers shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below (or such other date as Administrative Agent shall agree in its sole discretion):
(a) Within thirty (30) days following the Closing Date, the Borrowers shall deliver the landlord access agreements and bailee waivers set forth on Schedule 5.3 hereto as required pursuant to Section 6.12(e) hereof.
Post-Closing Conditions Subsequent. Notwithstanding anything to the contrary set forth in this Agreement, the Borrower agrees to deliver to the Administrative Agent, on behalf of the Lenders, the documents set forth on Schedule 5.3, in form and substance reasonably satisfactory to the Administrative Agent, and/or take the actions set forth on Schedule 5.3, in a manner reasonably acceptable to the Administrative Agent, on or before the deadlines set forth on Schedule 5.3 (as such deadlines may be extended by the Administrative Agent in its reasonable discretion). To the extent there is any conflict between the provisions of any Loan Document and Schedule 5.3, the provisions of Schedule 5.3 shall control. To the extent any representation and warranty contained herein or in any other Loan Document would not be true or any provision of any covenant contained herein or in any other Loan Document would be breached because the foregoing actions were not taken on the Restatement Date, the respective representation and warranty shall be required to be true and correct in all material respects and the respective covenant complied with at the time the respective action is taken (or was required to be taken) in accordance with this Section 5.3 (and the corresponding Schedule 5.3).
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion):
(a) Within fifteen (15) days after the Closing Date, the Administrative Agent shall have received insurance policy endorsements satisfying the requirements of Section 5.2(b) of the Guarantee and Collateral Agreement.
(b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring ninety (90) days after the Closing Date certificates representing 66% of the total outstanding voting Capital Stock of the Borrower’s Subsidiaries pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power (in form and substance reasonably satisfactory to the Administrative Agent) for each such certificate executed in blank by a duly authorized officer of the Borrower; and
(c) The Borrower shall cause to be delivered to the Administrative Agent within fifteen (15) Business Days after the Closing Date, original (i.e., “wet ink”) signature pages of the Loan Documents executed by the Loan Parties party thereto, together with original executed counterparts of the opinions of counsel, officers’ certificates and Control Agreements specified in Section 5.1.
