Post-Closing Items Sample Clauses
The "Post-Closing Items" clause outlines the obligations and actions that parties must complete after the formal closing of a transaction. This may include tasks such as transferring remaining assets, finalizing payments, delivering additional documents, or resolving outstanding issues identified during due diligence. By specifying these post-closing responsibilities, the clause ensures that all necessary follow-up actions are clearly assigned and helps prevent disputes or misunderstandings after the main transaction has been completed.
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Post-Closing Items. To the extent not delivered or effectuated on or prior to the Seventeenth Amendment Effective Date, the Loan Parties shall promptly comply in all respects with the post-closing requirements set forth below, in form and substance satisfactory to Administrative Agent, it being understood that compliance by the Loan Parties with this Section 5 is a material inducement to the execution and delivery of this Amendment, and that the failure to deliver any post-closing item below by the required date (or such other date as agreed to in writing by Administrative Agent) shall constitute an Event of Default under the Credit Agreement:
(a) Within one (1) Business Day after the Seventeenth Amendment Effective Date, Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 of the Credit Agreement and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder.
(b) Within one (1) Business Day after the Seventeenth Amendment Effective Date, Administrative Agent shall have received a letter from Parent that consents to, and directs, the issuance and transfer of, 21,401,993 shares of Parent’s common stock into a brokerage account controlled by BV Agency, LLC (as defined below) or one of its designated affiliates.
(c) Within thirty (30) days after the Seventeenth Amendment Effective Date, the Administrative Agent shall have received (i) the Big Village Transition Services Agreement, duly executed by Parent and the Big Village Transition Services Provider, and (ii) the Big Village Transition Services Provider Agreement, duly executed by Big Village Transition Services Provider.
(d) Within sixty (60) days after the Seventeenth Amendment Effective Date, the Loan Parties shall deliver to the Collateral Agent the endorsements to insurance policies required to be maintained pursuant to Section 5.13 of the Credit Agreement.
(e) On or prior to June 30, 2023, the Loan Parties shall, at the sole expense of the Loan Parties, assist the Collateral Agent and its counsel in completing a collateral review acceptable to the Administrative Agent in its reasonable discretion and the Loan Parties shall agree to make any requested changes and modifications to the Loan Documents as the Lenders may reasonably require in order to ensure the Collateral Agent has a first priority perfected and fully enforceable Lien on all assets of the Borrower and on one hundred per...
Post-Closing Items. (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).
(b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral ...
Post-Closing Items. The Loan Parties shall comply with each of the requirements described on Schedule 6.15 within the time period set forth on such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).
Post-Closing Items. Complete in a timely fashion all actions required in the Post-Closing Letter.
Post-Closing Items. (a) Borrower shall use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 to execute and deliver to Lenders, not later than 30 days after the First Borrowing Date, a Landlord Consent.
(b) Borrower shall use commercially reasonable efforts to execute and deliver to the Lenders such duly executed Intellectual Property security agreements as the Lenders may require with respect to foreign Intellectual Property, and take such other action as the Lenders may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder in that portion of the Collateral consisting of Intellectual Property located outside the United States.
(c) Within 60 days after the date hereof, Borrower shall cause to be delivered to the Lenders, in form and substance reasonably satisfactory to the Majority Lenders, (a) an intercreditor agreement executed by the lenders under the Cuyahoga County Loan Documents, or (b) a payoff letter providing that (i) the Cuyahoga County Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens in favor of the secured parties under the Cuyahoga County Loan Documents have been released.
(d) Not later than 30 days following the first Borrowing Date, or such later date as agreed to by the Majority Lenders, Borrower shall deliver to the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates of insurance delivered pursuant to Section 6.01(g)(ix).
(e) Not later than 30 days following the first Borrowing Date, Borrower shall execute and deliver to the Lenders fully executed control agreements, in form and substance reasonably acceptable to Majority Lenders, as may be required to perfect the security interest created under the Security Agreement in all Deposit Accounts, Securities Accounts and Commodity Accounts (as each such term is defined in the Security Agreement) (other than Excluded Accounts) owned by the Obligors in the United States.
Post-Closing Items. Borrower shall use its commercially reasonable efforts to deliver or cause to be delivered the documents listed on Schedule 7.16 on or before the corresponding dates set forth on Schedule 7.16. SECTION 8.
Post-Closing Items. Holdings and the Borrower shall, and shall cause each of the Subsidiaries to, take all necessary actions to satisfy the requirements set forth on Schedule 5.13 within the period specified on such schedule (or such longer period as may be consented to by the Administrative Agent).
Post-Closing Items. Deliver the items described on Schedule 7.13 within the period or by the date specified therein or, with the consent of the Administrative Agent, not more than 60 days thereafter.
Post-Closing Items. The Borrower will promptly perform and complete to the satisfaction of the Agent each of the matters, if any, set forth on Schedule 7.14 attached hereto (the "Post Closing Items") on or before the date set forth on Schedule 7.14 for the performance and completion thereof (the "Satisfaction Date").
Post-Closing Items. (a) Borrower shall, with respect to the location leased by the Borrower pursuant to the Borrower Lease, use commercially reasonable efforts to deliver to the Lenders the Landlord Consent from the Borrower Landlord for such property, in form and substance reasonably satisfactory to the Lenders. Borrower shall not keep any Collateral with a fair market value in excess of $1,000,000 in the aggregate in any location (other than the location subject to the Borrower Lease) not subject to a Real Property Security Document.