Certain Post Closing Matters Sample Clauses
Certain Post Closing Matters. (a) Within 30 days after the Closing Date, Company shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application to the FCC and each relevant state commission with jurisdiction over telecommunications matters, to (i) effect the contribution by Company of 100% of the capital stock of each of its Subsidiaries requiring such approval to Borrower, such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, (ii) enable Subsidiaries of Company which are not, as of the Closing Date, Guarantors hereunder to become Guarantors hereunder and (iii) enable Subsidiaries of Company which are not, as of the Closing Date, Grantors under the Pledge and Security Agreement, to become Grantors thereunder. Company shall deliver to Administrative Agent as soon as reasonably practicable (1) a copy of each such application that is filed with the FCC, the relevant state commission, or any other regulatory agency, (2) copies of each report, notice or other written correspondence which it or any of its agents or advisers delivers to or receives from the FCC, the relevant state commission, or any other regulatory agency with respect to such application and (3) notice of the final determination of such application. If any such application is not approved, Company will after consultation with and at the request of Agents take all such further actions as may be reasonably requested to appeal such decision and effect such contribution.
(b) With respect to any Subsidiary for which such action as specified in the foregoing clause (a) is required, within 10 days after Company receives the necessary approval to (i) effect the contribution by Company of 100% of the capital stock of such Subsidiary to Borrower, (ii) enable such Subsidiary to be a Guarantor hereunder and/or (iii) enable such Subsidiary to become a Grantor under the Pledge and Security Agreement, Borrower will (1) in the case of clause (i), in order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority security interest in 100% of the capital stock of such Subsidiary, deliver to Administrative Agent certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and take all such actions and e...
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) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date(s) to which the Administrative Agent shall, in its exclusive discretion, agree in writing, the Borrowers shall deliver to the Administrative Agent: 77
(i) within thirty (30) days after the Closing Date, all Lien searches, if any, which the Borrowers were required to deliver pursuant to Section 4.1(k) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date;
(ii) within ninety (90) days after the Closing Date, mortgages in favor of the Collateral Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Borrowers as may then constitute all or any part of the Real Property Component, together with such updated title commitments and related real estate due diligence materials as the Administrative Agent may request in accordance with the definition of Eligible Real Property;
(iii) upon the Administrative Agent's acceptance of the Budget, and in any event no later than May 28, 2005, the Borrowers shall have executed and delivered an amendment to this Agreement setting forth the financial covenant levels for Sections 6.4 and 6.5 of this Agreement, which covenants shall be satisfactory to the Administrative Agent;
(iv) within thirty (30) days after the Closing Date, all good standing certificates, if any, which the Borrowers were required to deliver pursuant to Section 4.1(a)(iv) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date; provided that one or more of the Borrowers may identify to the Administrative Agent certain of the jurisdictions from which they shall not have obtained good standing certificates as of the Closing Date as jurisdictions in which the Borrower(s) do not conduct a material amount of business and the Administrative Agent may thereafter (but shall not be obligated to) waive delivery of a good standing certificate for such jurisdiction(s);
(v) Schedules 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13, which the Borrowers were required to deliver pursuant to Section 1.1, 3.6, 3.12, 6.9, 6.10 and 6.13 of this Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(b) Notwithstanding anything to the cont...
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.
(b) The Company will use its reasonable best efforts to submit to the stockholders of the Company at the first annual meeting after the Effective Time the Bylaw/Charter Proposals, the Board of Directors will recommend that the Company’s stockholders approve the Bylaw/Charter Proposals (subject to their fiduciary duties under applicable law) and the Company shall solicit from its stockholders eligible to vote for such proposals proxies in favor of approving the Bylaw/Charter Proposals.
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 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:
(i) within ninety (90) days after the Closing Date, mortgages in favor of the Applicable Agent and in form and substance reasonably satisfactory to the Administrative Agent on such Eligible Real Property of the Loan Parties as may then constitute all or any part of the U.S. PP&E Component or the Canadian PP&E Component, together with such updated title commitments and related real estate due diligence materials as the Administrative Agent may request in accordance with the definition of Eligible Real Property;
(ii) within sixty (60) days after the Closing Date, account control agreements in favor of the Applicable Agent and in form and substance reasonably satisfactory to the Administrative Agent on deposit accounts and securities accounts of the Loan Parties maintained with any institution other than such Applicable Agent;
(iii) within ten (10) days after the Closing Date, the form of Final Order, in form and substance satisfactory to the Administrative Agent in is exclusive discretion, which shall be attached hereto as Exhibit A-3, delivery of which was temporarily waived by the Lenders for the purposes of effectuating the Closing Date;
(iv) within three (3) Business Days after the Bankruptcy Court enters the U.S. Interim Order, orders shall have been made in the Recognition Cases recognizing the U.S. Cases of Smurfit-MBI and SLP Finance General Partnership and granting charges over the assets of each of Smurfit-MBI and SLP Finance General Partnership and otherwise in form satisfactory to the Administrative Agent, which orders shall be in full force and effect and shall not have been stayed, reversed, modified, or amended in any respect without the prior written consent of the Administrative Agent;
(v) within fifteen (15) days after the Closing Date, certificates representing ownership interests in Pledged Collateral (as defined in the Security and Pledge Agreement) that are required to be delivered to the Administrative Agent pursuant to the Security and Pledge Agreement, together with an update to Exhibit E to the Security and Pledge Agreement providing the information contemplated by but not included on such Exhibit E as of the Closing Date;
(vi) on or before March 27, 2009, (A...
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.
(b) Parent agrees to use commercially reasonable efforts to obtain the release of the personal guaranties of GN, KN and JL from obligations with respect to [the Tokai equipment lease and the Company's credit cards.]
(c) Parent agrees within 10 days after the Closing either (i) to repay the Company's loans with Nevada Banking Company and terminate the agreement with Nevada Banking Company, or (ii) to obtain the release of all Stockholders guaranties to Nevada Banking Company, including the release of any collateral securing such guaranties.
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.
(b) The Company shall and shall cause its applicable Subsidiaries to take all actions reasonably necessary to obtain within 120 days of the date hereof from the trustee or other holder of the industrial revenue bonds relating to the property of Birmingham Crane & Hoist, Inc. in Birmingham, Alabama any waiver or consent necessary to permit Birmingham Crane & Hoist, Inc. to guarantee and pledge its assets to secure the Obliga- tions pursuant to the applicable Security Documents; provided, that in the event that such trustee or holder does not deliver such waiver or consent within such 120 day period, the Company and its applicable Subsidiaries shall deliver the guarantee and pledge contemplated above.
(c) The Company shall, and shall cause its South African Subsidiary to, use all commercially reasonable efforts to obtain the necessary governmental or regulatory authority required to enable the South African Subsidiary to execute a Subsidiary Guarantee.
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).
(b) From and after Closing, Buyer will be solely responsible, at its own expense, for prosecuting, maintaining and enforcing all rights and complying with all obligations with respect the Purchased IP, including the prosecution and maintenance of any Patents arising from the use, research, development, manufacturing or commercialization of the Products, including the Patents included within the Purchased Assets. Buyer will be solely responsible, at its own expense, for promptly preparing and recording all assignments of the Purchased IP, and any such additional instruments or documents necessary to assign, convey or transfer the Purchased IP.
Certain Post Closing Matters. 77 SECTION 9.19