Post-Closing Schedule Sample Clauses

Post-Closing Schedule. Within the time periods specified on Schedule 1.01D hereto (as each may be extended by the Administrative Agent in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 1.01D hereto.
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Post-Closing Schedule. (a) Within ten (10) Business Days after the Closing Date, Seller shall deliver to Purchaser a schedule (the "Post-Closing Schedule") setting forth the actual amount of (i) the aggregate balance of the Deposits as of the close of business on the Closing Date, (ii) the aggregate book value, net of specific loan loss reserves, as of the Closing Date of the Loans, plus (to the extent not reflected in such book value) all interest thereon that shall accrue but not be received by Seller on or prior to the Closing Date, (iii) the aggregate amount of the Cash as of the close of business on the Closing Date, (iv) the Deposit Premium and (v) the Pro-Rata Adjustment. Purchaser shall cooperate with Seller in the preparation of the Post-Closing Schedule. Purchaser shall provide Seller and its representatives and independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Office in a manner which does not unduly disrupt or interfere with the operation of the Branch Office so that Seller and its representatives and independent accountants may prepare the Post-Closing Schedule.
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Post-Closing Schedule. 1. On or before April 15, 2016 (or such later date as agreed to by the Agent in its sole discretion), TTD shall have delivered to Agent the loss payee endorsements for all insurance policies required by the Loan Documents, naming the Agent as lender loss payee and an additional insured. SCHEDULE 8.1(ii) Existing Indebtedness None. SCHEDULE 8.2 Contingent Obligations None. SCHEDULE 8.9 Existing Liens None. SCHEDULE 8.11
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Post-Closing Schedule. (a) Within forty-five (45) Business Days after the Closing Date, Purchaser shall deliver to Seller a schedule (the “Post-Closing Schedule”) setting forth the actual amount of (i) the aggregate amount of the Deposits, including (to the extent not reflected in such aggregate amount) any accrued and unpaid interest with respect to such Deposits, (ii) the aggregate gross book value of the Loans, including (to the extent not reflected in such book value) all Loan Interest, minus an aggregate discount equal to 2.0% of the aggregate gross book value of the Loans (which discount, for the avoidance of doubt, takes into account any loan loss reserves attributable to the Loans), (iii) the aggregate amount of the Cash, (iv) the aggregate book value (net of accumulated depreciation) as of the Closing Date of the Personal Property, the Leasehold Improvements and the Owned Real Properties and (v) the Pro-Rata Adjustment, in each case as of the close of business on the Closing Date. Seller shall cooperate with Purchaser in the preparation of the Post-Closing Schedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may review the Post-Closing Schedule. In each case, such book value shall be determined in accordance with Seller GAAP.
Sample 1
Post-Closing Schedule. (a) Within forty-five (45) Business Days after the Closing Date, Purchaser shall deliver to Seller a schedule (the “Post-Closing Schedule”) setting forth the actual amount of (i) the aggregate amount of the Deposits, including (to the extent not reflected in such aggregate amount) any accrued and unpaid interest with respect to such Deposits, (ii) the aggregate gross book value of the Loans, including (to the extent not reflected in such book value) all Loan Interest, minus an aggregate discount equal to 2.0% of the aggregate gross book value of the Loans (other than the GAP Loans), including (to the extent not reflected in such book value) all Loan Interest, and minus $1,750,000 (as a discount in respect of the GAP Loans), (iii) the aggregate amount of the Cash, (iv) the aggregate book value (net of accumulated depreciation) of the Personal Property and the Leasehold Improvements, (v) the higher of (x) the aggregate book value (net of accumulated depreciation) as of the Closing Date of each of the Owned Real Properties as set forth on the Book Value Schedule delivered pursuant to Section 4.16 and (y) the real property tax assessed value of such Owned Real Property set forth on Section 2.13(g) of the Seller Disclosure Letter and (vi) the Pro-Rata Adjustment, in each case as of the Closing Date. Seller shall cooperate with Purchaser in the preparation of the Post-Closing Schedule. Purchaser shall provide Seller and its independent accountants with reasonable access to the books, records, facilities and personnel of the Branch Offices in a manner which does not unduly disrupt or interfere with the operation of the Branch Offices so that Seller and its independent accountants may review the Post-Closing Schedule. In each case, such book value shall be determined in accordance with Seller GAAP. Purchaser agrees that, following the Closing, it will not knowingly take any actions with respect to the books, records, policies and procedures of the Branch Offices that would obstruct or prevent the preparation of the Post-Closing Schedule or the access rights of Seller described in the preceding sentence in any material respect.
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Post-Closing Schedule. Section 6.18 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Sample 1
Post-Closing Schedule. Article VI of the Credit Agreement is hereby amended by adding thereto a new Section 6.18, immediately after the existing Section 6.17, as follows:
Sample 1
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Post-Closing Schedule. 1. On or prior to thirty (30) days after the date hereof (such date, the “Post-Closing Date”), the Borrower shall take the following actions, in each case in form and substance reasonably satisfactory to the Administrative Agent:
Sample 1
Post-Closing Schedule. Each of the other documents, certificates, affidavits, releases, agreements, counsel opinions, or other closing items required by Lender as a condition to making the Loan, including without limitation, the items set forth on the post-closing schedule attached hereto as Schedule B. Borrower agrees that all of the items described on Schedule B will be delivered to the Lender no later than thirty (30) days after the date hereof, unless any other date for delivery is set forth on Schedule B.
Sample 1

Related to Post-Closing Schedule

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • 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 Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • 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.

  • 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).

  • 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.

  • Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

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