Post-Closing Deliveries Clause Samples
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Post-Closing Deliveries. (a) As a material inducement to Lender making the Loan, Borrower agrees that it shall deliver Appraisals, Title Insurance Policies and Surveys, in each case acceptable to Lender, for each of the Properties on or before April 30, 2016 and shall use commercially reasonable efforts to satisfy all other Post-Closing Items to Lender’s reasonable satisfaction by April 30, 2016; provided, however, that in any event Borrower shall satisfy all such Post-Closing Items to Lender’s reasonable satisfaction by May 15, 2016, or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of the applicable Post-Closing Items). Post-Closing Items with respect to any Substitution Property shall be delivered no later than the date that is 45 days following the selection of the Substitution Property, or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of the applicable Post-Closing Items). For the avoidance of doubt, notwithstanding the foregoing, the making of any Delayed Advance shall be conditioned on Lender’s receipt of reasonably acceptable Title Insurance Policies for each of the Properties and the payment of all title costs (to the extent any amounts reserved by the title company, if any, are insufficient for paying the premiums for the Title Insurance Policies and other title costs and fees) and Lender’s reasonable out-of-pocket costs (including attorney’s fees) incurred in connection with the origination of the Loan and/or the making of a Delayed Advance, as the case may be.
(b) In the event that information received by Lender in connection with the Exception Report, delivery of any Supplemental Exception Report or the satisfaction of any Post-Closing Item (whether with respect to a Property or a Substitution Property) shall result in the determination by Lender in its sole but reasonable discretion that (i) any material representation in this Agreement with respect to any Property or Substitution Property is untrue (notwithstanding the inclusion of any fact or state of affairs on the Exception Report), provided that, solely for the purposes of this clause (i), any reference to the term “Material Adverse Effect” in any representation in this Agreement shall be deemed to be replaced with “Property Material Adverse Effect”, (ii) any ...
Post-Closing Deliveries. No later than the date indicated below, deliver to the Collateral Agent and each Representative Agent:
(i) within 30 days after a reasonable request therefor by any Representative Agent (but in any event no earlier than 120 days after the Closing Date), duly executed corrective deeds from the Borrower (or the Borrower shall use commercially reasonable efforts to obtain the same from any third parties) or any other documents with respect to any of the properties listed on Schedule 4.01(r) required to correct the real estate records in the respective counties in which such properties are located, in form and substance satisfactory to the Representative Agents;
(ii) within 60 days after a reasonable request therefor by any Representative Agent (but in any event no earlier than 120 days after the Closing Date), American Land Title Association Lender's Extended Coverage title insurance policies in form and substance, with endorsements and in amount acceptable to the Representative Agents, issued by title insurers acceptable to the Representative Agents, insuring the Mortgages with respect to the properties listed on Schedule 4.01(r), other than the Material Properties and the Relevant Properties, to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) as the Representative Agents may deem necessary or desirable;
(iii) within 120 days after a reasonable request therefor by any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the properties listed on Schedule 4.01(r), other than the Material Properties, the Relevant Properties and the Springdale Plant, dated a recent date acceptable to the Representative Agents, certified to the Collateral Agent in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the State in which the property described in such surveys is located and acceptable to the Representative Agents;
(iv) within 120 days after the Closing Date, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applica...
Post-Closing Deliveries. Fail to satisfy any of the requirements set forth on Schedule 7.25 within the time period specified therein.
Post-Closing Deliveries. (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.
(b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.
Post-Closing Deliveries. The Borrower hereby agrees to deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.20 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by the Administrative Agent in its sole discretion.
Post-Closing Deliveries. Immediately after the Closing, Seller shall deliver to the offices of Purchaser’s property manager, the original Leases, originals of all Service Contracts (or copies certified as true, correct and complete, if no originals are available), all keys, if any, used in the operation of each Property; and, if in Seller’s possession or control, a copy of any “as-built” plans and specifications of the Improvements.
Post-Closing Deliveries. The Borrower hereby agrees to deliver to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, the items described on Schedule 7.14 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by the Administrative Agent in its sole discretion. All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 7.14, rather than as elsewhere provided in the Loan Documents), provided that (x) to the extent any representation and warranty would not be true 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 at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 7.14 (and Schedule 7.14) and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 7.14 (and Schedule 7.14) have been taken (or were required to be taken).
Post-Closing Deliveries. Immediately after the Close of Escrow, to the extent in Seller’s possession, Seller shall deliver to the offices of Buyer’s property manager: the original Leases; copies or originals of all contracts, receipts for deposits, and unpaid bills; all keys, if any, used in the operation of the Real Property; and, if in Seller’s possession, any “as-built” plans and specifications of the Improvements.
Post-Closing Deliveries. Borrowers shall satisfy the requirements set forth on Schedule 6.11 on or before the applicable date therefor (or such later date as Agent may agree).
Post-Closing Deliveries. After the Closing, each party to this Agreement shall, at the request of the other, furnish, execute, and deliver such documents, instruments, certificates, notices, or other further assurances as the requesting party shall reasonably request as necessary or desirable to effect complete consummation of this Agreement and the transactions contemplated hereby.