Post-Effectiveness Undertakings. Following the Fifth Amendment Effective Date (as such date may be extended by the Administrative Agent in its reasonable discretion), Holdings shall ensure that, inter alia, the Collateral Documents listed on Schedule III hereto are entered into and, in connection therewith, cause the delivery of such agreements and instruments that may be required by such Collateral Documents and such certifications and legal opinions as set forth therein within the time periods specified therein.
Post-Effectiveness Undertakings. On or prior to the applicable dates set forth on Schedule II hereto (as such dates may be extended by the Administrative Agent in its reasonable discretion), Holdings shall, and shall cause each other Loan Party to, take the actions set forth on Schedule II hereto.
Post-Effectiveness Undertakings. (a) On or prior to the 30th day following the Second Amendment Effective Date (as such date may be extended by the Administrative Agent in its reasonable discretion), Holdings shall ensure that the Collateral Documents listed on Schedule I hereto are entered into and, in connection therewith, cause the delivery of such agreements and instruments that may be required by such Collateral Documents and such certifications and legal opinions as reasonably requested by the Collateral Agent.
Post-Effectiveness Undertakings. On or prior to the 90th day following the Seventh Amendment Effective Date (as such date may be extended by the Administrative Agent in its reasonable discretion), Successor Holdings shall ensure that the Collateral Documents listed on Schedule II hereto are entered into and, in connection therewith, cause the delivery of such agreements and instruments that may be required by such Collateral Documents and such certifications and legal opinions as set forth therein.
Post-Effectiveness Undertakings. Following the Amendment No. 3 Effective Date (as such date may be extended by the Administrative Agent in its reasonable discretion), Parent shall ensure that, inter alia, the Security Documents listed on Schedule 4 hereto are entered into and, in connection therewith, cause the delivery of such agreements and instruments that may be required by such Security Documents and such certifications and legal opinions as set forth therein within the time periods specified therein.
Post-Effectiveness Undertakings. On or prior to the applicable dates set forth below (as such date may be extended in writing by the Administrative Agent at the direction of the Required Lenders in their reasonable discretion), the Borrower shall, and shall cause each other Loan Party to, take the actions set forth below:
(a) On or before February 1, 2024 (or such later date as the Required Lenders may reasonably agree), the Specified Offer Amount (as defined in the Approved Sale Term Loan Repurchase Offer) shall have been delivered to the Administrative Agent for purposes of consummating the Approved Sale Term Loan Repurchase; provided that any failure to take such actions shall constitute an Event of Default if not remedied within five (5) Business Days.
(b) On or before February 15, 2024 (or such later date as the Required Lenders may reasonably agree), and in any event (i) immediately after the Approved Sale shall be effective, the First Palm Angels Contribution shall be made by Coupang, Inc. to Surpique LP, (ii) immediately after the receipt of the registration of the First Palm Angels Contribution in accordance with applicable law, the Second Palm Angels Contribution shall be made by Surpique LP to New Holdings, (iii) immediately after the receipt of the registration of the Second Palm Angels Contribution in accordance with applicable law, the Third Palm Angels Contribution shall be made by New Holdings to New Parent and (iv) immediately after the receipt of registration of the Third Palm Angels Contribution in accordance with applicable law, the Fourth Palm Angels Contribution shall be made by New Parent to Farfetch Osprey Limited; provided that any failure to take such actions shall constitute an Event of Default if not remedied within five (5) Business Days.
(c) On or before February 14, 2024 (or such later date as the Required Lenders may reasonably agree), the applicable Loan Party shall deliver to the Collateral Agent a duly executed charge, in form and substance (including jurisdiction) satisfactory to the Required Lenders and the Collateral Agent, with respect to the VAT Proceeds Account.
(d) Promptly upon request by the Administrative Agent and/or the Collateral Agent, the Borrower, New Holdings and New Parent shall provide documentation and other information reasonably requested by the Administrative Agent and/or the Collateral Agent and necessary for the Administrative Agent and/or the Collateral Agent to comply with the applicable “know your customer” and anti-money-laun...
Post-Effectiveness Undertakings. On or prior to the date on which an entity organized under the laws of the Grand Duchy of Luxembourg shall become the “New Parent Borrower” in accordance with the terms of the Credit Agreement, as amended by this Ninth Amendment, and the Dutch Borrower shall be the “Previous Parent Borrower,” the Loan Parties shall enter into and/or deliver the documents set forth on Schedule I hereto. For the avoidance of doubt, nothing contained herein shall create any obligation or requirement for Dutch Borrower to become a Previous Parent Borrower.
Post-Effectiveness Undertakings. The Borrower agrees to deliver to the Administrative Agent (or its counsel), as soon as practicable, but in any event no longer than 30 days after the Amendment No. 4 Effective date, a favorable written opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender signatory hereto, regarding customary corporate formalities matters.
Post-Effectiveness Undertakings. Within 90 days after the Amendment No. 2 Effective Date (which period may be extended in the sole discretion of the Administrative Agent), the Borrower or relevant Loan Party shall deliver to the Collateral Agent either:
(i) written confirmation (which confirmation may be provided in the form of an electronic mail acknowledgment 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: (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 Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment No. 2, for the benefit of the Secured Parties; and (y) 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 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 Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment No. 2, for the benefit of the Secured Parties; or
(ii) the following documents:
(A) with respect to each Mortgage encumbering a Mortgaged Property, an amendment thereof (a “Mortgage Amendment”) duly executed and acknowledged by Borrower or the relevant Loan Party, and in form for recording in the recording office where the Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent;
(B) with respect to each Mortgage Amendment, a date down endorsement or similar title product to the existing title policy relating to the Mortgage encumbering the applicable Mortgaged Property (a “Title Policy Endorsement”) insuring that each Mortgage as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except Permitted Liens and each such Title Policy Endo...
