Post-Closing Lien Searches Sample Clauses

Post-Closing Lien Searches. Lender shall have received -------------------------- satisfactory results of Lien searches in all jurisdictions reasonably determined by Lender to be appropriate, reflecting the filing of financing statements in favor of Lender pursuant hereto and no other Liens other than Permitted Encumbrances.
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Post-Closing Lien Searches. As soon as practicable and in any event within thirty (30) days following the Closing Date, at Borrower’s sole cost expenses, copies of such UCC and real property lien searches as Lender shall determine to be necessary to evidence the perfection and first-priority nature of the security interests granted to Lender pursuant to the Loan Documents.
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Post-Closing Lien Searches. Without limiting Borrower’s obligations under Section 10.1 hereof, Borrower agrees within ten (10) days of Agent’s written demand, to reimburse Agent for all expenses incurred by Agent in periodically (up to two (2) times per year) verifying Borrower’s performance of its obligations under the Loan Documents and the security and priority of each Mortgage, including without limitation expenses incurred by Agent for title searches, title updates and endorsements, tax and judgment lien searches, litigation searches, and UCC searches.
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Post-Closing Lien Searches. Within 10 days after the Restatement Date, Lender shall have received the results of a recent search by a Person satisfactory to the Lender, of the Uniform Commercial Code, judgment and tax lien filings which may be filed with respect to personal property of each Loan Party located in the State of Georgia, and the results of such search shall be satisfactory to the Lender. If any such personal property is subject to a Lien, except for Liens permitted pursuant to Section 9.3, then Borrower and/or any Loan Party, at its/their, own cost and expense, shall cause the Lien to be discharged, dismissed or removed within 30 days after Lender first knows of the existence thereof.
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Post-Closing Lien Searches. The Loan Parties shall have delivered to the Administrative Agent within 7 days after the Effective Date or such later date as agreed to by the Administrative Agent, certified copies of the lien searches with respect to the entities set forth on Schedule 5.13, none of which encumber the Collateral covered or intended to be covered by the Security Documents, other than Permitted Encumbrances and any other Liens for which the Administrative Agent shall have received satisfactory evidence that UCC termination statements and all other filings or recordings have been made in the appropriate offices as may be required under applicable law to terminate of record such Liens.
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Post-Closing Lien Searches. Without limiting Borrowers’ obligations under this Article 6, Borrowers agree, within ten (10) days of Lender’s written demand, to reimburse Lender for all expenses incurred by Lender in conducting semi-annual verification of Borrowers’ performance of its obligations under the Loan Documents and the security and priority of the Deeds of Trust, including without limitation expenses incurred by Lender for title searches, title updates and endorsements, tax and judgment lien searches, litigation searches, and UCC searches.
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Related to Post-Closing Lien Searches

  • Lien Searches and UCC Termination Statements Delivery to Administrative Agent of (a) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search, and (b) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement).

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Post-Closing Collateral Matters Execute and deliver the documents and complete the tasks set forth on Schedule 5.14, in each case within the time limits specified on such schedule.

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the date that the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

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