Certain Post Closing Covenants Sample Clauses

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. 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) In connection with the Merger, United shall cause OpCo to comply with the following requirements established in the Código Fiscal de la Federación, Reglamento del Código Fiscal de la Federación, Resolución Miscelánea Fiscal and in any other applicable Mexican Tax regulation: (i) OpCo shall timely file a merger notice with the Mexican Taxing Authorities (which shall be deemed to have been completed when OpCo files (1) its register in the Registro Federal de Contribuyentes and (2) the cancellation of the Registro Federal de Contribuyentes of each other ContentCo and Merger Sub), (ii) after the Merger, OpCo shall continue to engage in the activities in which each other ContentCo and Merger Sub engaged in before the Merger for a minimum period of one year following the effectiveness of the Merger, (iii) OpCo shall timely file on behalf each other ContentCo and Merger Sub with the Mexican Taxing Authorities (x) the Tax Returns and (y) the information statements required by the Mexican Tax Laws for the taxable period (or portion thereof) ending on the date of the Merger (or, if earlier, the date on which the Merger is deemed to occur for Mexican Federal income Tax purposes), which Tax Returns and information statements shall be true, correct and complete in all material respects, and (iv) OpCo shall pay the Taxes of each other ContentCo and Merger Sub for such taxable period; provided, that United’s obligations in clauses (iii) and (iv) shall be subject to paragraph (d) hereof. Torch shall, and shall cause its Subsidiaries to, provide United with such cooperation, documentation and information as may reasonably be requested by United in connection with the filing requirements described in the preceding sentence, and United shall be entitled to rely on the accuracy of any such documentation or information provided by Torch or its Subsidiaries. (b) In connection with the Capital Reduction and Prior Capital Reduction, United shall cause OpCo to prepare and maintain the information listed below, provided that any such information, to the extent depending on information of (or related to) the ContentCo Group or Torch (or its applicable Subsidiary) for any Pre-Closing Tax Period, shall be prepared by OpCo relying on the information and documentation provided by Torch (or its applicable Subsidiary): (i) workpapers with the calculation of the CUCA (Cuenta de Capital de Aportación), (ii) all supporting documentation required under Mexican Tax Law for the calculation ...

Certain Post Closing Covenants. (a) On or before the date the Final Order is entered, the Borrower shall cause each of Canadian-Montana Pipe Line Company and Risk Partners Assurance, Ltd. to guarantee the Obligations and pledge substantially all of its assets to secure such Guaranty; provided that the Borrower shall not be so obligated if, in the reasonable determination of the Agent in its sole discretion, such guarantee or pledge shall cause a material cash tax liability for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) taken as a whole or otherwise impose a material regulatory or other material economic burden on the Borrower and its Subsidiaries (other than Excluded Subsidiaries). (b) On or before October 3, 2003, the Borrower shall (i) take or cause to be taken such action as is requested by the Agent to cause the Capital Stock of any Subsidiary pledged as Collateral that is represented by an “uncertificated security” for purposes of the UCC to be represented by a “certificated security” for purposes of the UCC and (ii) cause such certificate or instrument to be delivered to the Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC, and otherwise comply with the terms of the Security Agreement with respect to such Capital Stock. (c) On or before September 23, 2003, the Agent and the Lenders shall have received the business plan of the Borrower and its Subsidiaries (other than Excluded Subsidiaries), which business plan shall include a financial history on a monthly basis for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) for the fiscal period ending June 30, 2004 and projections on a monthly basis for the Fiscal Years ending December 31, 2003 and 2004 (with the projections for Fiscal Year 2003 to be from September 1 through December 31, 2003), prepared by the Loan Parties and in form and substance acceptable to the Agent and the Lenders. (d) On or before September 26, 2003, the Borrower shall deliver, or cause to be delivered, all original stock certificates, notes and instruments, together with blank undated stock powers (in form reasonably acceptable to the Agent), with respect to all Pledged Collateral (as defined in the Security Agreement). (e) On or before October 3, 2003, the Borrower shall cause the Capital Stock of Risk Partners Assurance, Ltd. to be pledged to the Agent for the benefit of...

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. (b) The Purchaser Parties covenant and agree that, after the Effective Time and so long as the Series B Shares are issued and outstanding, the Purchaser Parties will not propose, and the Purchaser Parties and their respective Affiliates will not vote or cause to be voted any Common Shares with respect to which they are entitled to vote against, any action which would impair the Surviving Entity’s status as a REIT for purposes of the Code, unless a majority of the then Independent Trustees of the Surviving Entity has determined that it would be in the best interests of the Surviving Entity and its shareholders that the Surviving Entity no longer maintain its status as a REIT under the Code. (c) The Purchaser Parties covenant and agree that for a period of six (6) months from the Effective Time, the Purchaser Parties shall not, other than as set forth in Section 5.18(c)...

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. (b) At the Closing, CSRG shall receive from BTSL 5,252,839 warrants (collectively, the "BTSL Warrants"), evidenced by a certificate (the "Certificate") substantially in the form of Exhibit B to this Agreement. Upon the Exercise Date (as defined below), all of the BTSL Warrants represented by the Certificate shall, in the aggregate, without any further action on the part of the CSRG, entitle CSRG to receive and automatically be converted into (i) such number of ordinary shares of TecEnergy such that CSRG will own ten percent (10%) of the total outstanding ordinary shares of TecEnergy owned by BTSL, or (ii) in the event that TecEnergy consummates a transaction prior to or on the Exercise Date pursuant to which the ordinary shares of TecEnergy become wholly-owned by a Public Company (as defined below) (a "Public Company Transaction"), ten percent (10%) of the total consideration received by BTSL solely in exchange for BTSL's ordinary shares of TecEnergy in the Public Company Transaction; provided, however, that in the event that the foregoing produces a result which would require the issuance or transfer of any fractional securities, the number of securities which CSRG shall be entitled to receive shall be rounded up to the next whole security so that no fractional securities are issued or transferred. For the purposes of this Agreement, a "Public Company" is a...

Certain Post Closing Covenants. (a) Each of the Parties shall use all reasonable efforts to procure that: (i) the net assets value of each of TET, TET-Production, Alex TV, S-TET, TET-Poltava and TET-Kherson as soon as possible, or in any case not later than as a result of the 2009 financial year, is above the aggregate amount of registered capitals each of TET, TET-Production, Alex TV, S-TET, TET-Poltava and TET-Kherson respectively within deadlines reasonably satisfactory to CME Ltd.; (ii) each Ukrainian TET Group Entity and its respective shareholders shall execute amendments to the effective wording of its Constitutional Documents to bring it into full conformity with Ukrainian Law, and such amendments to the Constitutional Documents of each TET Group Entity shall be registered by the competent Governmental Authority under applicable Laws; and (iii) the TET Group shall obtain permits to host radio-electronic devices used by TET for TET signal transmission ("RED Permits") in respect of all radio-electronic devices hosted by TET Group without such RED Permits within a deadline reasonably satisfactory to CME Ltd. (b) As soon as practicable following the Closing Date, the Parties shall procure that extraordinary general meetings (or the equivalent) of the Company and each relevant Subsidiary shall be duly convened and held at which the Persons nominated by CME Ltd. and ▇▇▇▇▇▇▇ in accordance with this Agreement and/or as contemplated in the Shareholders' Agreement (insofar as they have not been appointed) shall be appointed as members of the Company Board (as defined in the Shareholders' Agreement) and each Opco Supervisory Board (as defined in the Shareholders' Agreement) in accordance with the Shareholders' Agreement and the Constitutional Documents of each such Subsidiary. (c) Following the Closing Date, ▇▇▇▇▇▇▇ shall: (i) use best efforts to procure that (x) any ▇▇▇▇▇▇ Assignments not effected prior to the Closing Date are effected as soon as practicable after the Closing Date; and (y) all third party consents required in respect of any ▇▇▇▇▇▇ Assignments not obtained prior to the Closing Date are promptly obtained, and pending the effectiveness of such ▇▇▇▇▇▇ Assignments, shall procure that any benefit accruing to ▇▇▇▇▇▇ under a ▇▇▇▇▇▇ Contract shall be held in trust by ▇▇▇▇▇▇ for the benefit of Holding Company; and (ii) procure that the Company and CME Ltd. are provided reasonable access to any Material Contracts (including, for the avoidance of doubt, any programming agreements and ...

Certain Post Closing Covenants. (a) From and after the Closing, except with the prior written consent of Buyer, Seller (a) shall not, and shall cause its Affiliates not to, amend, modify, supplement or terminate any of the Channel Partner Agreements (or waive any rights, interests or obligations therein) in any manner that would reasonably be expected to adversely affect the rights or interests of Buyer or its Affiliates related to such Channel Partner Agreements, (b) shall not, and shall cause its Affiliates not to, reject any Channel Partner Agreements under the Bankruptcy Code, and (c) except (i) as required or approved by any Order of the Bankruptcy Court, (ii) as required or limited by applicable Law (including the Bankruptcy Code) or Order or Selling Entities’ debtor-in- possession financing or use of cash collateral, as applicable, (iii) as expressly required by the terms of this Agreement or any other Transaction Document or (iv) as otherwise consented to in writing by the Buyer (such consent not to be unreasonably withheld, conditioned or delayed) shall, in the ordinary course of business consistent with past practice, use commercially reasonable efforts to perform or cause to be performed all of its covenants and obligations under each Channel Partner Agreement until the completion of the applicable Uncompleted Systems.

Certain Post Closing Covenants. Unless otherwise approved in writing by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as representative of the Stockholders (the "Stockholders Representative"), in the event that any of the following events shall occur and be continuing for more than thirty (30) days during the period commencing on the Closing Date and through the expiration of the 2004 Measuring Period or until such time as all the Performance Shares shall have vested and been delivered, then all Performance Shares shall immediately vest and shall be subject to delivery by the Purchaser to the Stockholders: (a) if the Purchaser shall take and receive from the Company any cash, whether in the form of loans, dividends or other distributions (collectively, "Cash Distributions"), which has the effect of impairing the working capital and liquidity of the Company, unless within thirty (30) days of receipt of any such Cash Distributions, the Purchaser shall either fully replace the same, or arrange to provide the Company with a line of credit or other working capital facility in an amount at least equal to or greater than all such Cash Distributions; or (b) if the Purchaser or the Company shall breach or terminate without cause the Management Agreement between the Company and Pentagon Holdings Corp.; or (c) if the Purchaser, either through a Subsidiary or an Affiliate (other than through YAM Wireless, Inc. or its Affiliates), directly or indirectly engages in direct competition with the Business of the Company, as presently conducted; or (d) if the actual Company Pre-Tax Income for the immediately preceding Measuring Fiscal Period shall be at least 80% of the Budgeted Pre-Tax Income, and the Purchaser or the Company shall materially change, without cause, the senior management of the Company; or (v) if the actual Company Pre-Tax Income for the immediately preceding Measuring Fiscal Period shall be at least 80% of the Budgeted Pre-Tax Income, and the Purchaser shall sell all or substantially all of the assets or Shares of the Company to any third person, firm or corporation which is not an Affiliate of the Purchaser, whether through direct sale, merger, consolidation or like combination (a "Sale of Control"); or (vi) if the actual Company Pre-Tax Income for the immediately preceding Measuring Fiscal Period shall be at least 80% of the Budgeted Pre-Tax Income, and the Purchaser shall cause the Company to effect any material change in the nature of the Business of the Company.