Post-Closing Covenants Clause Samples
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Post-Closing Covenants. (i) On or prior to five (5) calendar days after the Closing Date, Fourth Third LLC shall have duly executed and delivered to the Investor and the Company the intercreditor agreement and consent to the transactions contemplated hereby and under the Share Exchange Agreement each in a form reasonably acceptable to the Collateral Agent.
(ii) On or prior to five (5) calendar days after the Closing Date, (A) the Share Exchange shall have been consummated in accordance with the terms of the Share Exchange Agreement without any amendment, modification or waiver thereof (except with the prior written consent of the Collateral Agent), (B) PNG shall have appointed the individuals set forth on Table I of Schedule 1(h)(iii) to the offices set forth opposite their names on Table I of Schedule 1(h)(iii) attached hereto, (C) PNG shall have appointed the individuals set forth on Table II of Schedule 1(h)(iii) as directors of PNG and the Company shall have duly executed and delivered to the Investor that certain Voting Agreement and Irrevocable Proxies in the form attached hereto as Exhibit G and (D) the Investor PNG Note shall have been delivered to the Investor, duly executed on behalf of PNG and registered in the name of the Investor.
(iii) On or prior to five (5) calendar days after the Closing Date, in accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Company’s Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated capital stock, along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-I to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document.
(iv) On or prior to five (5) calendar days after the Closing Date, the Company shall have ordered from a nationally recognized lien search firm (such as CT), for delivery to the Investor, true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except for Permitted Liens and as otherwise agreed in writing by the Investor, shall cover any of the Collateral (as defined in the Sec...
Post-Closing Covenants. Except as otherwise agreed by the Administrative Agent in its reasonable discretion, the Borrower shall, and shall cause each of the other Loan Parties to, deliver each of the documents, instruments and agreements and take each of the actions set forth on Schedule 6.16 within the time periods set forth therein (or such longer time periods as determined by the Administrative Agent in its reasonable discretion).
Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.
Post-Closing Covenants. The Borrower agrees to deliver, or cause to be delivered, to the Administrative Agent, the items described on Schedule 5.16 on the Effective Date by the times specified with respect to such items, or such later time as may be agreed to by the Administrative Agent in its sole discretion.
Post-Closing Covenants. The Parties agree that if at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party.
Post-Closing Covenants. The parties covenant to take the following actions after the Closing Date:
Post-Closing Covenants. The Parties agree as follows:
Post-Closing Covenants. The parties agree as follows with respect to the period following the Closing.
Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing ("Post-Closing Covenants"):
7.2.1 Seller shall guarantee and procure that (i) all areas necessary for the construction, implementation and operation of the first and second Pellet Plants, the High Silica Plant, the B-58 Tailing Dam ("Relevant Areas" and "Relevant Assets", respectively) are purchased by the Company (at the sole expense of Seller) for its use in accordance with the Long-Term Business Plan on or before June 30, 2010, (ii) the Company obtains all Permits required under Applicable Law (including installation license, on or before October 31, 2010, and operational license, on or before October 31, 2012) in relation to the construction, implementation and operation of the Relevant Assets, including those Permits that should be obtained after Closing Date, ("Relevant Permits") and (iii) any communities potentially occupying the Relevant Areas are definitely and legally relocated as provided in the agreement with government of the State of Minas Gerais ("Relevant Communities"). In the event that the Company does not purchases the Relevant Areas, obtains the Relevant Permits and/or relocates the Relevant Communities occupying the Relevant Areas up to each of the relevant dates set forth above, then the Seller shall guarantee and procure that (a) the Company purchases, at the sole expense of Seller, other areas appropriate for the construction, implementation and operation of the Relevant Assets and (b) all Relevant Permits in connection with such other areas are also obtained by the Company. For the purpose of this Section, Buyer shall, jointly with Seller, cause the Company to approve all Major Decisions (as defined in the Shareholders' Agreement) necessary for the acts or events described in items (i) to (iii) of this Section 7.2.1 and, if so requested by Seller, to grant the power of attorneys necessary to enable the Seller to obtain the Relevant Permits hereunder on behalf of the Company.
Post-Closing Covenants. The parties to this Agreement further covenant and agree as follows: