Certain Post Closing Covenants. In addition to the covenants contained in other sections of this Agreement, Seller hereby covenants and agrees as follows:
Certain Post Closing Covenants. The Borrowers hereby jointly and severally agree that, in addition to the covenants set forth in Sections 6.1 and 6.2, the Borrowers shall:
Certain Post Closing Covenants. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14, the Borrower agrees to cause such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Effective Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14, until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable opinion of the Agents, such Foreign Subsidiary shall not be permitted to incur Intercompany Indebtedness in excess of that permitted pursuant to the Original Agreement.
Certain Post Closing Covenants. (a) The Purchaser Parties covenant and agree that, for the lesser of (i) a period of five (5) years following the Effective Time and (ii) the period from the Effective Time until no Series B Shares remain issued and outstanding, whether or not required by the Securities and Exchange Commission (the “SEC”), the Purchaser Parties will cause the Surviving Entity to file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Surviving Entity were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Surviving Entity’s certified independent accountants, and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Surviving Entity were required to file such reports. In addition, after the Effective Time and for so long as any Series B Shares remain outstanding, the Purchaser Parties agree to cause the Surviving Entity to furnish to the holders of the Series B Shares and to securities analysts and prospective investors, upon their request, the information required to be available pursuant to Rule 144(c) under the Securities Act to the extent such information is not electronically filed with the SEC and electronically available to the public free of cost.
Certain Post Closing Covenants. (a) At the Closing, BTSL and CRSG shall execute an Escrow Agreement, substantially in the form of Exhibit A to this Agreement (the "Escrow Agreement"), and BTSL shall deliver to the Escrow Agent stock certificates representing 6,467,161 of the shares of CSRG Common Stock issued by CSRG in connection with the 2001 Asset Purchase Agreement (the "Escrowed CSRG Shares"). Following the Closing, CSRG shall pay to BTSL a total of $245,000 in cash (the "Cash Payment") via wire transfer of immediately available funds as follows: (i) $5,000, within five days of the Closing Date; (ii) $40,000, within 15 days of the Closing Date (the "Second Payment"); and (iii) $25,000 per week for each of the eight weeks immediately following the week during which the Second Payment is made, with each of such weekly payments due and payable on the same day of the week that the Second Payment is made. Upon the payment by CSRG of the entire Cash Payment in accordance with the terms of this Section 4.3(a), and subject to the terms of the Escrow Agreement, the Escrow Agent shall deliver to CSRG 2,467,161 of the Escrowed CSRG Shares.
Certain Post Closing Covenants. To the extent permitted by Law, the Purchaser shall procure that, at the next annual general meeting of the shareholders of DYMO AB, those directors who resigned from the board of directors of DYMO AB at or prior to the Closing Date are discharged from liability, provided that the auditors of DYMO AB do not advise against such discharge.
Certain Post Closing Covenants. The Borrower hereby covenants and agrees that it shall deliver or cause to be delivered to the Administrative Agent the documents described below, in form and substance reasonably satisfactory to the Administrative Agent, and/or take such other actions described below, in a manner reasonably acceptable to the Administrative Agent, on or prior to the dates set forth below:
Certain Post Closing Covenants. Within 30 days from the Closing Date the Borrower agrees to (a) with respect to the Foreign Subsidiaries listed on Schedule 5.14(a), deliver the certificates and documents (translated into English) that are listed and described in Section 4.01(f)(ii), (b) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(b), deliver the documents and instruments listed and described by Section 4.01(f)(iii) and (c) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(c), deliver certificates of Capital Stock, stock powers and other documents and instruments described in Section 4.01(c)(iii) and/or such other evidence as may be required pursuant to Section 4.01(c)(vii) to evidence that the Administrative Agent (on behalf of the Lenders) holds a perfected, first priority Lien on the Capital Stock of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14(b), the Borrower agrees to cause such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Closing Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Restricted Subsidiaries and listed on Schedule 5.14(c), the Borrower agrees to deliver a letter from its counsel in each applicable jurisdiction setting forth the steps and procedures required to perfect a Lien on the Capital Stock of that Foreign Subsidiary pursuant to the laws of such jurisdiction. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14(a) (b) or (c), until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable opinion of the Agents, such Foreign Subsidiary shall not be deemed to be a "Foreign Subsidiary" for purposes of activities permitted pursuant to Article 6 of this Agreement (other than Sections 6.01(k) and 6.01(l)).
Certain Post Closing Covenants. The Company covenants and agrees with the Investors (except that (x) Section 8.1 shall be for the benefit of JPMIC and IAB only and (y) Section 8.7 shall be for the benefit of the JPM Investors (and their permitted assigns) only) as follows:
Certain Post Closing Covenants. The Shareholders and the Company, on the one hand, and Buyer on the other hand, agree as follows with respect to the period following the Closing.
