Post-Closing Date Obligations Clause Samples
The Post-Closing Date Obligations clause outlines the responsibilities and actions that parties must fulfill after the official closing of a transaction. These obligations may include delivering additional documents, making final payments, or completing agreed-upon actions that could not be finalized at closing, such as transferring certain assets or updating records. By specifying these post-closing requirements, the clause ensures that all aspects of the transaction are properly completed and reduces the risk of disputes or incomplete performance after the deal is closed.
Post-Closing Date Obligations. Execute and deliver the agreements, documents and other instruments, and complete the tasks set forth on Schedule 6.17, in each case, within the time limits specified on such schedule (or such longer period of time as the Administrative Agent may agree in its reasonable discretion).
Post-Closing Date Obligations. Within thirty (30) days after the Closing Date (unless a longer period is specified below), Borrowers shall deliver to the Administrative Agent all of the following, in form and substance satisfactory to the Co-Documentation Agents and each Lender:
Post-Closing Date Obligations. Execute and deliver to the Administrative Agent the documents and complete the tasks set forth on Schedule 5.18 hereto, within the time periods set forth therein, unless otherwise reasonably agreed by the Administrative Agent in respect of any such document or task.
Post-Closing Date Obligations. (a) Within 60 days of the date hereof, use commercially reasonable efforts to enter into (i) the Blocked Account Agreements required pursuant to Section 6.13 hereof and requested by Lender prior to the date hereof and (ii) Collateral Access Agreements required pursuant to Section 6.17(e) hereof and requested by Lender prior to the date hereof.
(b) No later than March 2, 2015, provide to Lender evidence of all endorsements in favor of Lender required under the Loan Documents.
(c) No later than 10 Business Days after the day the Initial Loan is disbursed, file, or cause to be filed, termination statements with respect to all financing statements listed on Schedule 7.01-A ,
Post-Closing Date Obligations. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Closing Date, Borrower shall:
(a) within ten (10) Business Days of the Closing Date (or such later date as Agent may determine to in its sole discretion), deliver to Agent (or its designated agent) all certificates or other instruments representing or evidencing any Pledged Interests (as defined in the Pledge Agreement), accompanied by appropriate duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent in its reasonable discretion;
(b) within ten (10) Business Days of the Closing Date (or such later date as Agent may determine to in its sole discretion), deliver to Agent (or its designated agent) all certificates of insurance required under Section 6, which shall be in form and substance satisfactory to Agent in its reasonable discretion;
(c) within thirty (30) days of the Closing Date (or such later date as Agent may determine to in its sole discretion), deliver to Agent (or its designated agent) all insurance endorsements required under Section 6, which shall be in form and substance satisfactory to Agent in its reasonable discretion;
(d) use commercially reasonable efforts to, within thirty (30) days of the Closing Date (or such later date as Agent may determine to in its sole discretion), deliver to Agent (or its designated agent) a fully-executed landlord waiver with respect to Borrower’s leased property at ▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, which shall be in form and substance satisfactory to Agent in its reasonable discretion; and
(e) within ninety (90) days of the Closing Date (or such later date as Agent may determine to in its sole discretion), either:
(i) deliver to Agent (or its designated agent) evidence satisfactory to Agent in its reasonable discretion that Borrower has moved its chief executive office to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in accordance with the requirements of Section 7.11; or
(ii) use commercially reasonable efforts to deliver to Agent (or its designated agent), either (x) a file-stamped UCC termination statement for that certain UCC financing statement (#2016 0084002, originally filed on January 6, 2016), as amended, naming ▇▇▇▇▇▇▇▇ Properties, LLC as secured party and Replimune, Inc. and Replimune Group, Inc. as debtors, which shall be in form and substance satisfactory to Agent in its reasonable discretion; or (y) a fully-execut...
Post-Closing Date Obligations. On or before the 90th day after the Closing Date, or such longer period as the Majority Holders may agree:
(a) the Company will, or will cause the applicable Guarantor to execute and deliver to the Collateral Agent Mortgages covering each of the Mortgaged Properties and the Initial Purchaser and the Collateral Agent shall have received a customary opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the ▇▇▇▇▇▇▇▇ Parties, dated the date of execution of such Mortgages, and addressed to the Initial Purchaser and the Collateral Agent, with respect to Mortgages; and
(b) execute and deliver to the Collateral Agent such Deposit Account Control Agreements required to be delivered pursuant to the Security Documents.
Post-Closing Date Obligations. (a) Within 120 days following the Closing Date (or such later date as the Collateral Agent may agree in its reasonable discretion), the Borrower and each applicable Guarantor shall comply with each of the requirements set forth in Section 5.11(b) in the case of each Material Real Estate Asset listed on Schedule 5.16(a) (each, a “Closing Date Mortgaged Property”).
(b) The Borrower and each applicable Guarantor shall comply with each requirement set forth on Schedule 5.16(b) on or before the date specified for such requirement (or such later date as the Administrative Agent may agree in its reasonable discretion).
Post-Closing Date Obligations. (i) Deutsche Bank agrees that, from and after the Closing Date, with respect to each Lending/Custodial Contract with a Participating Client, and until the earlier of (A) the effective date of the Participating Client’s consent to the appointment of Purchaser as (1) trustee, fiduciary, agent or custodian of such Participating Client, or (2) successor of Deutsche Bank or a Seller under such Lending/Custodial Contract in accordance with this Agreement (each such event described in this clause (A) being referred to as a “Novation”), or (B) the date the Lending/Custodial Contract is terminated, or (C) the date of termination of the Transition Support Agreement, Deutsche Bank and its Affiliates shall manage the assets of each Fund consistent with prior practice. Without limiting the generality of the foregoing, Deutsche Bank shall, and shall cause its relevant Affiliates to: (A) except as otherwise consented to by a Client or as will not result in any financial harm to a Client, manage the assets of each Fund in accordance with all investment restrictions and agreements applicable to the Fund, all Laws and the requirements of each Lending/Custodial Contract with respect to the lending of securities or the investment of cash collateral or excess cash for the applicable Participating Client; and (B) use reasonable best efforts to invest the assets of each Fund in a manner designed to avoid capital losses by the Fund. Notwithstanding the foregoing, nothing in this Section 5.11 shall prohibit or otherwise restrict in any way the operation of the businesses of Deutsche Bank and its Affiliates other than the Business.
(ii) Within five Business Days after the Closing Date, Deutsche Bank shall deliver to the Purchaser a schedule of Covered Assets for the Separate Accounts held as of the close of business on such Closing Date, which schedule shall set forth, as of the close of business on such Closing Date, the book value, together with the amortized cost, and ratings, if applicable, of each such Covered Asset.
Post-Closing Date Obligations. (i) On or before a date which is 90 days following the Closing Date (or 75 days in the case of clause (b) hereof, in each case, unless a later date is otherwise agreed by the Administrative Agent), provide to the Administrative Agent a deed of trust, trust deed or mortgage in such form as the Administrative Agent and its counsel may reasonably agree and covering the Horsham Property (together with the fixture filings and Assignments of Leases and Rents referred to therein (as amended, the “Mortgage”), duly executed by the appropriate Loan Party, together with:
(a) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create, subject to attachment, a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid,
(b) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy (the “Mortgage Policy”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgage to be valid first and subsisting Liens on the Horsham Property, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens and without any survey exception) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable,
(c) evidence of the insurance required by the terms of the Mortgage,
(d) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Horsham Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company and each Loan Party relating thereto);
(e) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgage has been taken.
(ii) On or before a date which is 90 days (or such longer period as the ...