Post-Closing Undertakings definition

Post-Closing Undertakings means each of the requirements set forth on Schedule 5 (Post-Closing Undertakings Schedule) attached hereto and made a part hereof, as such Schedule may be amended, supplemented or otherwise modified from time to time.
Sample 1

Examples of Post-Closing Undertakings in a sentence

  • The Credit Parties will ensure that all post closing undertakings as set forth in Schedule J (collectively, the “Post-Closing Undertakings”) have been satisfied within the time periods set forth therein and any failure to satisfy any of the Post-Closing Undertakings within the applicable time periods shall constitute an Event of Default.

  • All Consent and Extend and Reclassify a Portion Schedule I 2013 Revolving Credit Commitments and 2016 Revolving Credit Commitments Schedule II Post-Closing Undertakings Annex I Credit Agreement ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., XXXXXXX XXXXX CREDIT PARTNERS L.P., X.

  • Post-Closing Undertakings 41 Section 10.1. Liens 42 Section 10.2. Indebtedness 45 Section 10.3. Investments 48 Section 10.4. Fundamental Changes 49 Section 10.5. Dispositions 50 Section 10.6. Restricted Payments 50 Section 10.7. Change in Nature of Business 51 Section 10.8. Transactions with Affiliates 51 Section 10.9. Burdensome Agreements 53 Section 10.10.

  • Post-Closing Undertakings 102 Section 9.1. Indebtedness 102 Section 9.2. Liens 104 Section 9.3. Fundamental Changes 106 Section 9.4. Changes in Fiscal Periods 106 Section 9.5. Restricted Payments 106 Section 9.6. Investments 107 Section 9.7. Optional Payments and Modifications of Certain Debt Instruments 108 Section 9.8. Transactions with Affiliates 109 Section 9.9. Burdensome Agreements 109 Section 9.10.

  • Further Assurances and Post-Closing Undertakings 59 Section 6.14.

  • Subject to the terms and conditions hereof, the completion deadline of the third post-closing condition specified on Schedule I of the Post-Closing Undertakings Agreement (the requirement of delivery of fully executed acknowledgements of bailees or collateral access agreements with respect to Inventory located at third-party locations or at locations leased by the Company or a Subsidiary Guarantor), shall be changed from May 28,2004 to August 31, 2004.

  • Such Seller shall comply with each of the Post-Closing Undertakings set forth on Schedule 5 (“Post-Closing Undertakings Schedule”) attached hereto on or before the date referred to with respect to such requirement.

  • The Company may, from time to time, add additional Eligible Investments or Series to those shown on the Contract Schedule.

Related to Post-Closing Undertakings

  • Special Purpose Financing Undertakings means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • admission arrangements means the arrangements for a particular school or schools which govern the procedures and the decision making for the purposes of admitting pupils to the school.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Undertakings as references to obligations under this Framework Agreement;

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Intent-Based Replacement Disclosure means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem or purchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within 180 days prior to the applicable redemption or repurchase date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock”, the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Second Closing Date means the date of the Second Closing.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.