Post-Closing Deliverable. MGT Parent covenants and agrees that by Friday, September 18, 2015 at 5:00 pm Eastern Time, it will deliver an opinion of counsel, which counsel shall be reasonably acceptable to Viggle, and which opinion will be addressed to the MGT Parent, to Viggle and to DDGG. Viggle agrees to pay $25,000 on September 9, 2015 directly to the firm designated by MGT Parent for such purpose. Viggle acknowledges and agrees that Sichenzia, Xxxx Xxxxxxxx Xxxxxxx LLP is acceptable to them. Such opinion will conclude, on a reasoned basis, to Viggle’s commercially reasonable satisfaction, that the transactions contemplated by this Agreement do not require the approval of MGT Parent’s stockholders. In the event that such opinion does not, to Viggle’s commercially reasonable satisfaction, conclude, on a reasoned basis, that the transactions contemplated hereby do not require the approval of the stockholders of MGT Parent under Delaware law or other Applicable Law, or if MGT Parent fails to provide the requisite opinion, then Viggle may, within ten (10) business days thereafter, elect to exercise a right to rescind the purchase of the Purchased Assets (the “Rescission Right”). Viggle acknowledges that the firm rendering such opinion may rely on facts as presented to the firm by MGT Parent but without independently verifying such facts, as long as such reliance is in good faith; and MGT Parent represents that all information provided for such purpose will be true and accurate; and provided further that the firm rendering such opinion will review MGT parent’s filings with the Securities and Exchange Commission. In the event that Viggle exercises the Rescission Right, the parties will rescind the purchase and sale of the Purchased Assets, such that Viggle and DDGG will return to MGT Parent and Seller the Purchased Assets transferred to them, and MGT Parent and Seller will: return all consideration provided by Viggle or DDGG in connection herewith, including (a) returning the 30 Day Note for cancellation, (b) returning the Six Month Note for Cancellation, (c) returning the Viggle Shares for cancellation, (d) returning the DDGG Common Stock for cancellation and (e) returning the Warrant that is issued to Seller pursuant to the Transition Services Agreement. In addition, if Viggle elects to exercise the Rescission Right, MGT Parent will pay Viggle and DDGG each $25,000, for a total of $50,000, in compensation for expenses incurred in connection with the negotiation and consummation of t...
Post-Closing Deliverable. As soon as practicable after the Closing, but no event later than 30 days thereafter, Seller shall provide to Buyer an itemized list of the assets, by location, including the manufacturer, model and original cost and date of purchase or an approximation thereof.
Post-Closing Deliverable. Within thirty (30) days of the Closing Date (unless such time period is extended by Lender pursuant to its written consent), Borrowers shall deliver to Lender lender loss payable and mortgagee endorsements in respect of Borrowers’ property insurance policy and additional insured endorsements in respect of Borrowers’ liability insurance policy, in each case, in form and substance satisfactory to Lender.
Post-Closing Deliverable. On the Effective Date, Borrower shall deliver a fully executed copy of the Stock Purchase Agreement, dated as of July 8, 2014, among CommonWealth REIT, the Borrower and RMR, certified by a Responsible Officer.
Post-Closing Deliverable. The Credit Parties shall deliver, within ninety (90) days after entering into a replacement lease for the Credit Parties’ Atlanta, GA headquarters at a location to be determined (or such later date as may be determined by the Term Agent in its sole discretion), a collateral access agreement executed by the landlord with respect to such replacement location, in form and substance reasonably satisfactory to the Term Agent.
Post-Closing Deliverable. Borrower shall deliver to Bank within forty-five (45) days after the First Amendment Effective Date, a duly executed bailee’s waiver in favor of Bank, in form and substance acceptable to Bank, for the following location where Borrower maintains property with a third party: [***].
Post-Closing Deliverable. By no later than 30 days after the Closing Date (or such later date as the Administrative Agent may agree), the Administrative Agent shall have received certificates of insurance and other evidence reasonably satisfactory to it of (a) compliance with the insurance requirements of this Agreement and the Security Documents, and (b) adequate insurance covering each Real Estate Subsidiary.
Post-Closing Deliverable. As promptly as practicable after Closing:
(a) Holder shall deliver or cause to be delivered to the Company, the certificate evidencing the Holder Notes, if any; and
(b) The Company shall deliver or cause to be delivered to the Holder, a receipt for the Holder Notes delivered by or on behalf of Holder.
Post-Closing Deliverable. On or prior to March 31, 2023 (unless such date is extended in writing by Agent in its sole discretion), Agent shall have received the five year projected operating budget and cash flow of Borrowers on a Consolidated Basis (prepared on an annual basis) for the period from January 1, 2023 through December 31, 2027.
Post-Closing Deliverable. Within 90 days of the Closing Date, deliver to Administrative Agent, a true, correct and complete copy of Schedule 5.20(a).
