Certain Post Closing Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:
Certain Post Closing Matters. As promptly as practicable, and in any event within the time periods after the Closing Date specified in Schedule 5.17 or such later date as the Administrative Agent agrees to in writing, the Loan Parties shall deliver the documents or take the actions specified on Schedule 5.17, in each case, in form and substance reasonably satisfactory to the Administrative Agent.
Certain Post Closing Matters. (a) The Company agrees that after the Effective Time, to the extent not previously approved by the Board, the Board will promptly take such actions as any Stockholder may reasonably request to waive any “corporate opportunity” or similar right or interest of the Company with respect to, and to waive any conflict of interest arising from, such Stockholder’s relationship with CFL, including such Stockholder’s acquisition of an equity interest in CFL.
Certain Post Closing Matters. As promptly as practicable after the Closing Date, but in any event within (a) 90 days after the Closing Date, complete all actions, and deliver such documentation (subject to clause (b) below) to the Administrative Agent (including all such foreign-law governed share pledge agreements, certificates, instruments and legal opinions), reasonably required by the Administrative Agent in order to effect, establish, maintain and/or perfect the Administrative Agent’s security interest and liens in the Pledged Foreign Subsidiaries (as defined in the Pledge and Security Agreement), including, without limitation, delivery of the items (or otherwise completing the actions) set forth on Schedule 6.17, and (b) 150 days after the Closing Date, complete all necessary registration of any security documents with foreign Governmental Authorities, and deliver evidence thereof to the Administrative Agent.
Certain Post Closing Matters. (a) Notwithstanding the provisions of Section 4.01(u) hereof, the Company shall and shall cause its applicable Subsidiaries to use all commercially reasonable efforts to enable the applicable Canadian Credit Party to deliver the documents required under Section 4.01(u) with respect to the Real Property located in Edmonton, Canada within 90 days of the date hereof and if such documents cannot be delivered within such 90 day period, the Company shall discuss alternative actions that may be taken with the Administrative Agent and take such actions as may be agreed.
Certain Post Closing Matters. (a) Parent agrees to cause the Company to repay to GN $3,709,879.67 plus interest accruing at the rate of 7.0% per annum between the Closing and the date of payment with respect to GN's loans to the Company within 10 days after the Closing. Upon such payment GN will confirm in writing that all of GN's loans to the Company are satisfied in full and GN shall release all security interests in the Company's assets.
Certain Post Closing Matters. (a) After the Closing Date, Buyer shall not (i) amend, waive or terminate any of its rights under the ForSight Agreement without obtaining Seller’s prior written consent (which shall not be unreasonably delayed, conditioned or withheld); provided, that no such consent shall be required for an amendment, waiver or termination that will not have a material adverse impact on Seller’s rights hereunder (provided that a copy of any such amendment, waiver or termination is promptly provided to Seller); or (ii) sell, transfer, assign, license or otherwise dispose of all or substantially all of the Purchased Assets to any third party unless such third party assumes and agrees in writing to pay directly to Seller all royalty and other payment obligations owing to Seller hereunder. Notwithstanding any such sale, transfer, assignment, license or other disposition, or assignment and assumption of this Agreement in connection therewith, Buyer shall remain obligated to pay all amounts due to Seller pursuant to Section 1.5(c) in connection with any consideration received by Buyer or any Affiliate (or any of their successors or assigns). Buyer shall promptly provide the Seller a copy of any amendment, waiver, or agreement referred to in this Section 4.4(a).
Certain Post Closing Matters. 77 SECTION 9.19
Certain Post Closing Matters. (A) On and after the Closing Date, HTI Acquisition (or any successor company) shall have all liability and responsibility for meeting all requirements under "COBRA," as hereinafter defined, with respect to each Person who becomes an "M&A qualified beneficiary," within the meaning of Treasury Regulation Section 54.4980B-9, Q/A-4(b), because of the transactions contemplated by this Agreement. For these purposes, "
Certain Post Closing Matters. (a) If, following the Closing, Buyer discovers that certain Excluded Assets were not transferred to Shareholder, then Buyer shall promptly transfer those Excluded Assets to Shareholder.