Common use of Post-Closing Conditions Subsequent Clause in Contracts

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.

Appears in 2 contracts

Samples: Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.)

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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 Borrower shall cause to be delivered to the Administrative Agent by no later than the date which is 45 occurring 90 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 Control Agreements for each all of the following locations: Loan Parties deposit, operating and securities accounts (w) the Borrower’s chief executive office, other than any Excluded Accounts (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 as defined 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 DateAgreement)), 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; (db) on or before the date which is thirty Within 45 days after following the Closing Date, to the extent not delivered to the Administrative Agent on or prior to the Closing Date, deliver to the Administrative Agent shall have received copies of relevant insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and required pursuant to Section 5.2(b) of the Guarantee and Collateral Agreement in form and substance reasonably satisfactory Agreement; (c) The Borrower shall cause to be delivered to the Administrative AgentAgent by no later than the date occurring 10 days after the Closing Date, the certificates representing the shares of Capital NY-2355188 Xxxxx pledged to the Administrative Agent (for the 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 pledgor thereof; (d) Within 30 days following the Closing Date, the Administrative Agent shall have received evidence that UCC-1 #2019-0798236 shall have been terminated; (e) Within 30 days following the Closing Date, the Administrative Agent shall have received evidence that UCC-1 #2019-8762911 shall have been terminated; and (f) Within 30 days following the Closing Date, the Administrative Agent shall have received evidence that UCC-1 #OH00251877000 shall have been terminated.

Appears in 1 contract

Samples: Credit Agreement (Alkami Technology, Inc.)

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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 i. The Borrower shall cause to be delivered to the Administrative Agent by no later than the date which is 45 occurring 90 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 Control Agreements for each all of the following locations: Loan Parties deposit, operating and securities accounts (w) the Borrower’s chief executive office, other than any Excluded Accounts (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 as defined 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 DateAgreement)), 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 ii. Within 45 days after following the Closing Date, to the extent not delivered to the Administrative Agent on or prior to the Closing Date, deliver to the Administrative Agent shall have received copies of relevant insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and required pursuant to Section 5.2(b) of the Guarantee and Collateral Agreement in form and substance reasonably satisfactory Agreement; iii. The Borrower shall cause to be delivered to the Administrative AgentAgent by no later than the date occurring 10 days after the Closing Date, the certificates representing the shares of Capital sf-5537426 Xxxxx pledged to the Administrative Agent (for the 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 pledgor thereof; iv. Within 30 days following the Closing Date, the Administrative Agent shall have received evidence that UCC-1 #2019-0798236 shall have been terminated; v. Within 30 days following the Closing Date, the Administrative Agent shall have received evidence that UCC-1 #2019-8762911 shall have been terminated; and vi. Within 30 days following the Closing Date, the Administrative Agent shall have received evidence that UCC-1 #OH00251877000 shall have been terminated.

Appears in 1 contract

Samples: Credit Agreement (Alkami Technology, Inc.)

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