Post-Closing Requirements Clause Samples

Post-Closing Requirements. Credit Parties shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that i...

Post-Closing Requirements. Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

Post-Closing Requirements. Credit Parties hereby covenant and agree that: (a) Within thirty (30) days of the consummation of the Surgalign Acquisition (or such later date as Agent may agree in writing in its sole discretion), Credit Parties shall execute such documents and take such actions as may be required by Agent pursuant to Section 4.11(d) with respect to any Subsidiaries formed or acquired in connection with the Surgalign Acquisition; (b) Within thirty (30) days of the consummation of the Surgalign Acquisition (or such later date as Agent may agree in writing in its sole discretion), Credit Parties shall execute such supplements to the Intellectual Property Security Agreement; (c) Within five (5) Business Days after the date hereof (or such later date as Agent may agree in writing in its sole discretion), Credit Parties shall deliver to Agent an updated Perfection Certificate, in form and substance reasonably satisfactory to Agent; and (d) Unless Agent consents in writing in its sole discretion otherwise, within forty-five (45) days after the date hereof (or such later date as Agent may agree in writing in its sole discretion) Credit Parties shall join Paradigm Spine GmbH as a Guarantor and shall comply with the Joinder Requirements with respect to Paradigm Spine GmbH as though such Paradigm Spine GmbH was a new Subsidiary and no longer a Restricted Foreign Subsidiary pursuant to documentation (including any foreign law governed documentation as may be necessary or reasonably desirable) in form and substance reasonably satisfactory to Agent. Each Credit Party hereby agrees that failure to comply with the requirements set forth in this Section 6 shall constitute an immediate and automatic Event of Default.

Post-Closing Requirements. Except as otherwise agreed by the Agent in its sole discretion, the U.S. Borrower shall, and shall cause each of the other Loan Parties to, deliver each of the documents, instruments and agreements and take each of the actions set forth on Schedule 5.12, if any, within the time periods set forth therein (or such longer time periods as determined by the Agent in its sole discretion).

Post-Closing Requirements. Borrowers shall complete each of the post closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent, and may be extended by Agent in writing in its sole discretion.

Post-Closing Requirements. Not later than the dates set forth in Schedule 5.15 (or such later dates as the Administrative Agent shall agree in its sole discretion) or as otherwise required thereunder, the Loan Parties shall take the actions set forth on Schedule 5.15.

Post-Closing Requirements. Within one-hundred fifty (150) days after the Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received either the items listed in paragraph (a) or the items listed in paragraph (b) as follows: (a) (i) a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties (as defined in the Security Agreement), in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Amended and Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Security Agreement); and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage re-cording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Amended and Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Security Agreement); and (ii) a title search to the applicable real property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except those Liens created or permitted under the Amended and Restated Credit Agreement and the Collateral Documents); (b) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in...

Post-Closing Requirements. Borrower will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule, which shall include, among other things, that, notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is thirty (30) days (or such longer period as the Collateral Agent may agree in writing and in its sole discretion, taking into account reasonable good faith efforts) following the Tranche A Closing Date to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance policies maintained in the United States regarding any Collateral in effect. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.