Post-Effectiveness Covenant Clause Samples
A Post-Effectiveness Covenant is a contractual provision that imposes ongoing obligations on one or more parties after a specific event, such as the effectiveness of an agreement or transaction. These covenants typically require parties to perform or refrain from certain actions following the agreement’s effective date, such as providing periodic reports, maintaining insurance, or complying with regulatory requirements. The core function of this clause is to ensure that essential commitments continue to be honored after the main transaction is completed, thereby protecting the interests of the parties and maintaining compliance with agreed terms.
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Post-Effectiveness Covenant. (a) Within sixty (60) days after the First Refinancing Amendment Effective Date, unless extended in writing by the Administrative Agent in its sole discretion, with respect to the Mortgaged Property, the Borrower shall deliver or shall cause the applicable Loan Party to deliver, to the Administrative Agent the following:
(i) with respect to each existing Mortgage, a date down endorsement (or in Texas a so-called T-38 endorsement and accompanying title searches) to the existing Mortgage Policy which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assures the Administrative Agent as of the date of the endorsement that the Mortgaged Property subject to the lien of the existing Mortgage is free and clear of all defects and encumbrances subject only to Liens permitted under the Mortgage and such date down endorsement (or in Texas, a so-called T-38 Endorsement and accompanying title searches) shall be in form and substance reasonably acceptable to the Administrative Agent;
(ii) with respect to each Mortgaged Property, such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the Mortgage Policy contemplated in subparagraph (i) of this Section 1.05 and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the Mortgage Policy contemplated in subparagraph (i) of this Section 1.05; and either:
(A) a favorable opinion, addressed to the Administrative Agent and each of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that:
(1) 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 Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this First Refinancing Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and
(2) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are neces...
Post-Effectiveness Covenant. The Borrower agrees to deliver to the Administrative Agent as soon as commercially reasonable, but in any event no later than the date that is 30 days after the First Amendment Effective Date (or such later date as the Administrative Agent may elect in its sole discretion) (a) an amendment to each Mortgage, in form and substance reasonably satisfactory to the Administrative Agent and (b) a date down endorsement to the title policy covering each Mortgage.
Post-Effectiveness Covenant. Not later than 60 days after the Amendment No. 3 Effective Date (or such later date as to which the Administrative Agent may agree), the Loan Parties shall take such actions and deliver such documentation with respect to the Mortgaged Properties as the Administrative Agent shall reasonably request (including, without limitation, if requested, (i) entering into amendments with respect to any existing Mortgages, (ii) obtaining title datedown endorsements with respect to any existing Title Policies or, to the extent such endorsements are not available under applicable law, a new title insurance policy, each dated the date of recording of the amendment and (iii) delivering customary opinions of counsel with respect to any Mortgaged Property, in each case in form and substance reasonably acceptable to the Administrative Agent) in order to ensure the Mortgages continue to secure all Obligations after giving effect to this Amendment with the same priority as was the case prior to giving effect to this Amendment and otherwise to confirm the enforceability, validity and perfection of the Liens in favor of the Secured Parties.
Post-Effectiveness Covenant. By no later than the date that is ninety (90) consecutive calendar days after the First Amendment Effective Date (or by such later date as the Administrative Agent may agree in its sole discretion), the Administrative shall have received:
Post-Effectiveness Covenant. Each Loan Party warrants, covenants and agrees with the Administrative Agent, the Collateral Agent, the Swingline Lender, each Issuing Bank and each Lender that each Loan Party will (i) satisfy the requirements set forth in Section 9.17(a), (b), (c) and (e) of the Amended Credit Agreement within 90 days after the Second Amendment Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion) and (ii) satisfy the requirements set forth in Section 9.17(d) of the Amended Credit Agreement within three (3) days after the Second Amendment Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion).
Post-Effectiveness Covenant. Not later than 60 days after the Amendment No. 1 Effective Date (or such later date as to which the Administrative Agent may agree), the Loan Parties shall, with respect to the Mortgaged Properties if requested by the Administrative Agent: (i) enter into amendments with respect to any existing Mortgages, (ii) obtain title datedown endorsements as customary in the jurisdiction of each Mortgaged Property with respect to any existing Title Policies, (iii) deliver customary opinions of counsel with respect to any Mortgaged Property, in each case in form and substance reasonably acceptable to the Administrative Agent in each case, as applicable, in order to ensure the Mortgages continue to secure all Obligations after giving effect to this Amendment with the same priority as was the case prior to giving effect to this Amendment and otherwise to confirm the enforceability, validity and perfection of the Liens in favor of the Secured Parties, (iv) obtain a copy of, or certificate as to coverage under, the insurance policies required by Section 5.04 of the Credit Agreement) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Administrative Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent and (v) provide such other documentation with respect to the Mortgaged Property as Administrative Agent shall reasonably request.
Post-Effectiveness Covenant. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the applicable Credit Parties shall take all actions as may be reasonably requested by the Administrative Agent (and that in any event are not beyond the requirements applicable in connection with the issuance of First Lien Notes pursuant to Section 9 of Amendment No. 2 to the Credit Agreement) in order to ensure the Tranche B-2 Term Loans benefit from the Mortgages over Mortgaged Properties of the U.S. Credit Parties.
Post-Effectiveness Covenant. Within ninety (90) days after the 2011 Extension Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, the applicable Credit Parties shall take all actions as may be reasonably requested by the Administrative Agent (and that in any event are not beyond the requirements set forth in Section 9.14 to the Credit Agreement) in order to ensure that the 2016 Revolving Credit Commitments, 2016 Revolving Credit Loans and 2018 Term Loans benefit from the Mortgages over the Mortgaged Properties.
Post-Effectiveness Covenant. Each Loan Party warrants, covenants and agrees with the Administrative Agent, the Collateral Agent, the Swingline Lender, each Issuing Bank and each Lender that each Loan Party will satisfy the requirements set forth in Section 9.17(a), (b), (c) and (e) of the Restated Credit Agreement within 90 days after the Restatement Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion).
Post-Effectiveness Covenant. Within ninety (90) days after the 2012 Extension Effective Date, (i) unless extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received a certificate as to the good standing (where relevant) of each of First Data Retail ATM Services L.P. and FundsXpress Financial Network, Inc., as of a recent date, from the respective Secretary of State of the state of each entity’s organization or similar Governmental Authority and (ii) unless waived or extended by the Administrative Agent in its sole discretion, the applicable Credit Parties shall take all actions as may be reasonably requested by the Administrative Agent (and that in any event are not beyond the requirements set forth in Section 9.14 to the Credit Agreement) in order to ensure that the 2017 Term Loans benefit from the Mortgages over the Mortgaged Properties.