Post Effective Date Covenants. Borrowers hereby agree that they shall cause the following to be delivered to Agent not later than 60 days following the Effective Date (or such other time as may be agreed by Agent in its Permitted Discretion):
(a) reaffirmation by the Guarantors of the Guaranty Agreements (“Guarantors’ Reaffirmation”) listed on Schedule A hereto, with such Guarantors’ Reaffirmation substantially in the form attached hereto as Exhibit A and otherwise in and form and substance satisfactory to Agent;
(b) reaffirmation of the Intercompany Subordination Agreement by the parties thereto (“ISA Reaffirmation”), with such ISA Reaffirmation substantially in the form attached hereto as Exhibit B and otherwise in and form and substance satisfactory to Agent;
(c) reaffirmation of the security agreements and other documents listed on Schedule B hereto (“Security Documents”) by the parties thereto (“Security Document Reaffirmation”, and collectively with the Guarantors’ Reaffirmation and the ISA Reaffirmation, the “Reaffirmation Documents”), with such Security Document Reaffirmation substantially in the form attached hereto as Exhibit C and otherwise in form and substance satisfactory to Agent;
(d) legal opinions or other written confirmation in form and substance satisfactory to Agent relating to the due authorization, execution and delivery of, and the continuing enforceability of the Guaranty Agreements, the Intercompany Subordination Agreement and the Security Documents and the liens and security interests provided by the Security Documents and confirming that each of the foregoing remains unmodified by the terms and provisions of the Amendment; and
(e) (i) a Guaranty Agreement duly authorized, executed and delivered by Smart Modular Technologies (AZ), Inc., an Arizona corporation, in form and substance reasonably satisfactory to Agent and (ii) resolutions authorizing Smart Modular Technologies (AZ), Inc. to guaranty the obligations under the Loan and Security Agreement, certified by the Secretary or Assistant Secretary of Smart Modular Technologies (AZ), Inc. Each of the Borrowers acknowledges and agrees that the failure to provide any of the items listed in clauses (a) through (e) above within the timeframe specified above shall constitute an immediate Event of Default under Section 8.2(a) of the Loan and Security Agreement.
Post Effective Date Covenants. Agent and Company agree as follows with respect to the period following the Effective Date.
Post Effective Date Covenants. Within the thirty (30) days following the Effective Date:
(a) Cerulean shall provide an unredacted copy of the SAFC Agreement with Company, and Cerulean will use commercially reasonable efforts to assist COMPANY in negotiating with SAFC to enter into a separate agreement, on substantially similar terms to the SAFC Agreement, between SAFC and COMPANY;
(b) Cerulean shall use commercially reasonable efforts to assign to COMPANY the Assigned CRO Agreements, including using commercially reasonable efforts to obtain written consents from the relevant counterparties where required; provided, however, that to the extent Cerulean does not obtain the required consent for an Assigned CRO Agreement within such thirty (30) day period, such agreement shall not be deemed an Assigned Contract and shall instead be deemed a Retained Liability (such Assigned CRO Agreements as are successfully assigned to COMPANY within such thirty (30) day period, collectively with the SUNY Agreement, the “Assigned Contracts”; each Assigned Contract shall be considered an Assigned Asset for purposes of this Agreement as of the date of its successful assignment to COMPANY);
(c) Cerulean shall use reasonable best efforts to purchase a tail to Cerulean’s clinical trial insurance (and provide evidence of such purchase in a form reasonably satisfactory to COMPANY), in an amount of Seven Million Five Hundred Thousand U.S. Dollars (U.S. $7,500,000) combined single limit, to cover all liabilities arising from the clinical trials of the Products conducted by or on behalf of Cerulean on or before the Effective Date; and
(d) Cerulean will provide COMPANY with a true and complete copy of all Regulatory Documentation generated on or before the Effective Date that is required by any regulatory authority with respect to the Products.
Post Effective Date Covenants. Within 30 days after the Effective Date (or such later date as may be determined by the Administrative Agent in its sole discretion), the Borrower shall have (i) executed new deposit account control agreements in form and substance sufficient to ensure the continuing perfection of the Collateral Agent’s first priority Lien on and security interest in all Deposit Accounts of the Loan Parties (other than Excluded Accounts) in accordance with the terms of this Agreement and the other Loan Documents and (ii) delivered certificates of insurance coverage of the Parent and the Borrower evidencing that the Parent and the Borrower are carrying insurance in compliance with the requirements in Section 8.07 and such certificate shall otherwise comply with the requirements of Section 8.07.
Post Effective Date Covenants. (a) Not later than 30 days after the Effective Date, the Borrowers shall have delivered to the Administrative Agent, surveys conforming to the requirements of Section 5.1(u)(i) for each of the Mortgaged Properties described on Schedule 6.12(a).
(b) Not later than 30 days after the Effective Date, the Borrowers shall have delivered to the Administrative Agent, mortgagee's title insurance policies conforming to the requirements of Section 5.1(u)(ii) for each of the Mortgaged Properties described on Schedule 6.12(b).
Post Effective Date Covenants. (a) Promptly after consummation of the Supreme Acquisition, Supreme shall, and Borrowers shall cause Redhawk to, comply with the provisions of Section 9.11 of the Credit Agreement within the time frames set forth therein.
(b) Within fifteen (15) days following the consummation of the Supreme Acquisition, the Borrower shall deliver to Agent fully executed copies of all material documents executed in connection with the Indebtedness incurred to finance the Supreme Acquisition.
Post Effective Date Covenants. The Parties agree as follows with respect to the period following the Effective Date.
Post Effective Date Covenants. (a) Promptly after consummation of the Redhawk Acquisition, Redhawk shall, and Borrowers shall cause Redhawk to, comply with the provisions of Section 5.11 of the Credit Agreement within the time frames set forth therein.
(b) Within fifteen (15) days following the consummation of the Redhawk Acquisition, Borrowers shall deliver to Agent fully executed copies of all material documents executed in connection with the Indebtedness incurred to finance the Redhawk Acquisition.
Post Effective Date Covenants. At any time, and from time to time, upon or after the Effective Date, at Purchaser's request and without further consideration, NRG will execute and deliver such other instruments and take such actions as Purchaser may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, the Membership Interests or to put Purchaser in actual possession and operating control of all of the business, properties, assets and goodwill of the business of the Company and to assist Purchaser in exercising all rights with respect thereto.
Post Effective Date Covenants. The Parties agree as follows:
