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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k). (c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68 (d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative Agent.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Allegiance Telecom Inc), Credit and Guaranty Agreement (Allegiance Telecom Inc)
Certain Post Closing Matters. (a) Within 30 days The Borrower shall deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment.
(b) From and after the Closing Effective Date, Company the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b).
(c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have applied for all regulatory approvals which are necessarybeen consummated by September 30, appropriate or advisable2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect.
(d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, application to the FCC and delivery of favorable local counsel opinions, in each relevant state commission with jurisdiction over telecommunications matterscase, 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 contributionby the Administrative Agent.
(be) With For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches.
(f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to any Subsidiary for which such action as specified Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the foregoing clause (a) is requireddate hereof relating to the Mortgaged Property located in Warden, within 10 days after Company receives Washington, the necessary approval to following:
(i) effect the contribution by Company of 100% a Survey of the capital stock New Parcels meeting the requirements of such Subsidiary to Borrower, Section 4.01(s)(E);
(ii) enable endorsements to title insurance policy insuring 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 Mortgaged Property (1) in eliminating 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 execute and deliver, general or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k)standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the case reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (iiix) of this Section 5.18(f)), execute the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels;
(iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D);
(iv) copies of all leases and other agreements as required by Section 4.01(s)(H);
(v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B);
(vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a Counterpart Agreement and take so-called "gap" indemnification) as required by Section 4.01(s)(F);
(vii) evidence of payment of all such actions and execute and deliverapplicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G);
(viii) copies of all leases or cause to be executed and delivered, all such documents, instruments, other agreements, and certificates similar subordination of such, as required by Section 4.01(s)(H);
(ix) an amendment to those described in Sections 3.1(b)the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, 3.1(g) and 3.1(k), and (3) if necessary in the case reasonable judgment of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k)Administrative Agent.
(cg) Within 30 days From and after the Closing Effective Date, Company the Borrower shall use its commercially reasonable best efforts to obtain from each Person identified on Schedule 5.12(cnegotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) an acknowledgment letter Control Agreements (as defined in favor the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, for and shall in any event, promptly upon request by the benefit of LendersAdministrative Agent, execute Control Agreements substantially in the form of Exhibit M with respect to each corresponding agreement listed the draft of the Control Agreement distributed by Wells Fargo Bank on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Effective Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Seminis Inc), Credit Agreement (Seminis Inc)
Certain Post Closing Matters. (a) Within 30 With respect to those Subsidiaries of Group incorporated or organized under the laws of Belgium, Mexico, Hong Kong and Barbados, Group will cause to be furnished, within 60 days after the Closing Effective Date, Company shall have applied for all regulatory approvals which are necessarydocuments and instruments, appropriate or advisableand cause to be performed, includingby such date, without limitationall actions, application to the FCC and in each relevant state commission with jurisdiction over telecommunications matters, to (i) effect the contribution by Company of 100% case 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, (iitype specified in Section 6.1(a) 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 Foreign Credit Parties, including counterparts of this Agreement in form and substance reasonably satisfactory to the Debt Coordinators and the Subsidiary Guaranty executed and delivered by all Subsidiaries in such application jurisdictions, and (3) notice such other documents sufficient in the judgment of the final determination Debt Coordinators to create in favor of such application. If any such application is not approved, Company will after consultation with and at the request Collateral Trustee for the benefit of Agents take the Secured Parties a perfected first priority security interest in the property of all such further actions as Subsidiaries (other than Excluded Property), such documents to include evidence of corporate good standing, corporate authority and legal opinions, and all other related documentation; provided that the Debt Coordinators may be reasonably extend the 60 day time period specified in this subsection (a) by up to an additional 45 days if requested to appeal such decision and effect such contributionby Group.
(b) With respect to all material intellectual property license agreements to which Group or any Subsidiary for of its Subsidiaries is a party (other than any such license agreements which such action are the subject of actual litigation between the licensor and licensee as specified in of the foregoing clause (a) is requiredEffective Date), Group will use all commercially reasonable efforts to cause, within 10 30 days after Company receives the necessary approval Effective Date, all licensors party to such license agreements to consent to a grant of a security interest in such license (ibut not to the exercise by the Collateral Agent or any Secured Party of any remedies with respect thereto) effect to 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, Collateral Trustee 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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k)Secured Parties.
(c) Within 30 days Group will within 6 months after the Closing DateEffective Date either sell, Company shall use reasonable best efforts to obtain from each Person identified transfer or otherwise dispose of the assets defined on Schedule 5.12(c2.6(d)(iii) as the Costa Rica Assets, Paris Apartment, German Real Estate and NYC Apartment, with the Net Cash Proceeds therefrom applied as specified in Section 2.9, or by such date, (i) Costa Rica will be deemed to be an acknowledgment letter in favor of Administrative AgentIncluded Foreign Jurisdiction for all purposes hereunder, for the benefit of Lendersand Group will, by such date, cause to be furnished all documents and instruments, and cause to be performed all actions, in each case of the form of Exhibit M type specified in Section 6.1
(a) with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after Foreign Credit Parties, including the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent execution and Lenders delivery of rights existing under the General counterparts of this Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative Agentthe Debt Coordinators and of the Subsidiary Guaranty by all Subsidiaries in such jurisdictions, and such other documents sufficient in the judgment of the Debt Coordinators to create in favor of the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the relevant property of such jurisdiction and (ii) with respect to all other assets specified above, Group will, by such date, cause to be furnished all documents and instruments, and cause to be performed all actions, in each case of the type specified in Section 6.1(a) with respect to such assets as are sufficient in the judgment of the Debt Coordinators to create in favor of the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in such assets.
(d) With respect to all leasehold mortgages to be delivered pursuant to Section 6.1(a)(v), Group will use all commercially reasonable efforts to cause, within 30 days after the Effective Date, all landlords to consent to the granting of a leasehold mortgage in form and substance satisfactory to the Debt Coordinators.
(e) With respect to the delivery of certain non-U.S. Collateral, Group will cause to be furnished all documents and instruments, and cause to be performed all actions, in each case of the type, and by the respective dates, specified therefor in Schedule 2.14(e).
Appears in 2 contracts
Sources: Amendment, Modification, Restatement and General Provisions Agreement (Warnaco Group Inc /De/), Amendment, Modification, Restatement and General Provisions Agreement (Warnaco Group Inc /De/)
Certain Post Closing Matters. (a) Within 30 45 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 Borrower shall
(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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best commercial efforts to obtain from each Person identified on Schedule 5.12(c5.13
(a) an acknowledgment letter in favor of Administrative Collateral Agent, for the benefit of Lenders, in the form of Exhibit M N with respect to each corresponding agreement listed on such Schedule 5.12(c5.13(a). 68.
(dii) Within 30 days after use reasonable commercial efforts to ensure the delivery to the Collateral Agent, in the case of each Leasehold Property listed on Schedule 3.1 in respect of which one was not delivered prior to the Closing DateDate pursuant to Section 3.1(g)(v), Company shall a Landlord Personal Property Collateral Access Agreement with respect thereto; and
(iii) use reasonable best commercial efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Collateral Agent, Syndication Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to timeall Material Contracts listed on Schedule 5.13(b), such consent in form and substance reasonably satisfactory to Administrative Collateral Agent. Collateral Agent, on behalf of the Lenders, hereby acknowledges and agrees that the use of reasonable commercial efforts shall not require Borrower or its Subsidiaries to pay money (other than reasonable fees) or waive any contractual or other rights in order to obtain such consent.
(b) Within 45 days after the Closing Date, Holding Company shall deliver to Agents and Lenders a Management Services Agreement entered into by Holding Company and each Unrestricted Subsidiary designed to fairly and equitably allocate overhead and management costs and expenses incurred by Holding Company for the benefit of Unrestricted Subsidiaries 108 116 among the Unrestricted Subsidiaries and require Unrestricted Subsidiaries to reimburse Holding Company for such allocated amounts on fair and equitable terms.
(c) Within forty-five (45) days after the Closing Date, the Borrower shall furnish to the Collateral Agent (which Collateral Agent shall promptly furnish to the Lenders if requested) post-closing searches made with respect to the personal or mixed property (including fixtures) of the Credit Parties, reflecting the filing of the UCC Financing Statements referred to in Section 3.1(g)(iii) hereof.
(d) Within forty-five days of the acquisition of a new Leasehold Property (at which Collateral having an aggregate book value in excess of $1,000,000 is to be located) by any Credit Party, such Credit Party shall deliver to the Collateral Agent, a Landlord Personal Property Collateral Access Agreement. Each Credit Party shall not permit Collateral having an aggregate book value in excess of $1,000,000 at any time to be located at a Leasehold Property in respect of which such Credit Party has not delivered or used reasonable commercial efforts (including, without limitation, the payment of reasonable fees or other such reasonable amounts as may be necessary) to ensure the delivery to the Collateral Agent, of a Landlord Personal Property Collateral Access Agreement.
(e) As soon as possible after the Closing Date, and in any event prior to December 31, 2000, Parent shall contribute to Holding Company all of Parent's Telecommunications Assets, Real Estate Assets and transportation assets.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Gabriel Communications Inc /De/)
Certain Post Closing Matters. (a) Within 30 days after the Closing DateOn or prior to March 15, 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 Agreement2001, 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 execute and shall deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar delivered to those described in Sections 3.1(b), 3.1(g) and 3.1(k)Lender, (2i) an opinion of German counsel, in form and substance satisfactory to Lender, as to the case existence of clause the German Borrower, the due execution and delivery of this Agreement and all related Loan Documents to which it is party and such other matters as Lender shall request and (ii)) an opinion of U.S. Virgin Islands counsel, execute a Counterpart Agreement in form and take substance satisfactory to Lender, as to the existence of Gamma International, the due execution and delivery by it of its Guaranty and all related Loan Documents to which it is party and such actions other matters as Lender shall request and execute and certified authorizing resolution of Gamma International.
(b) On or prior to April 30, 2001:
(i) Borrower shall deliver, or cause to be executed delivered to Lender, a
(A) Stock Pledge Agreement relative to the stock of each Foreign Subsidiary as to which a Stock Pledge Agreement has not previously been delivered and delivered(B) such amendments to, restatements of or ratifications of any Stock Pledge Agreements relative to the stock of Foreign Subsidiaries delivered to Lender prior to the Closing Date as Lender shall require (after consultation with local counsel as it shall deem appropriate);
(ii) Borrower shall take all actions, or cause to be taken, all such documentsactions under the laws of each applicable jurisdiction necessary to perfect Lender's security interest in the stock pledged thereby (including, instrumentswithout limitation, agreements, effecting all necessary registrations and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(kre-registrations), and (3iii) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and Borrower shall deliver, or cause to be executed and delivered, all to Lender certified authorizing resolutions relative to each such documentsStock Pledge Agreement or amendment, instruments, agreements, restatement or ratification and certificates similar to those described such legal opinions in Sections 3.1(b), 3.1(g) and 3.1(k)regard thereto as Lender shall request.
(c) Within 30 days after On or prior to April 30, 2001:
(i) the Closing DateCanadian Borrower shall deliver, Company shall use reasonable best efforts or cause to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agentbe delivered to Lender, for the benefit of Lenderssecurity documents, in form and substance satisfactory to Lender, relative to all, or substantially all, of its assets and shall take all actions, or cause to be taken all actions, under the form laws of Exhibit M with respect each applicable jurisdiction necessary to each corresponding agreement listed on perfect Lender's security interest in such Schedule 5.12(c). 68assets and (ii) the Canadian Borrower shall deliver, or cause to be delivered, to Lender certified authorizing resolutions relative to such security documents and such legal opinions in regard thereto as Lender shall request.
(d) Within 30 days after On or prior to April 30, 2001, the Closing DateBorrower shall deliver, Company shall use reasonable best efforts or cause to obtain from Lucent Technologiesbe delivered to Lender, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16landlord lien waiver agreement, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative AgentLender, signed by the landlords of each of its Norcross, Georgia locations.
Appears in 1 contract
Sources: Loan Agreement (Immucor Inc)
Certain Post Closing Matters. (a) Within 30 days If the Borrower has not sold its real properties located in either LeSu▇▇▇, ▇▇nnesota or Burnsville, Minnesota within six months after the Closing DateEffective Date or a Default or an Event of Default shall occur and be continuing, Company the Borrower shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application deliver to the FCC and each relevant state commission with jurisdiction over telecommunications matters, to Administrative Agent:
(i) effect and the contribution by Company of 100% of title insurance company issuing the capital stock of each of its Subsidiaries requiring such approval policy referred to Borrower, such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, in clause (ii) enable Subsidiaries below (the "Title Insurance Company") maps or plats of an as-built survey of each such 85 92 unsold property or properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are notbased shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, as and, without limiting the generality of the Closing Dateforegoing, Guarantors hereunder there shall be surveyed and shown on such maps, plats or surveys the following: (a) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (b) the lines of streets abutting the sites and width thereof; (c) all access and other easements appurtenant to become Guarantors hereunder the sites necessary to use the sites; (d) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (e) any encroachments on any adjoining property by the building structures and improvements on the sites; and (iiif) enable Subsidiaries if the site is described as being on a filed map, a legend relating the survey to said map; and
(ii) a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated the Effective Date. Each such policy shall (a) be in an amount reasonably satisfactory to the Administrative Agent; (b) insure that the Mortgage insured thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of Company which are notall defects and encumbrances, except those permitted by subsection 8.3 and such as may be approved by the Administrative Agent; (c) name the Administrative Agent for the benefit of the Closing Date, Grantors under Lenders as the Pledge insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements and Security Agreement, to become Grantors thereunder. Company shall deliver to affirmative coverage as the Administrative Agent may reasonably request; provided that, in the case of zoning endorsements, if any, no additional premiums will be required in excess of $2,000 per property, (f) be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as soon as reinsurers, at the option of the Administrative Agent) and (g) be issued at ordinary rates (other than with respect to affirmative insurance). The Administrative Agent shall have received evidence reasonably practicable (1) satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid. The Administrative Agent shall have also received a copy of each such application that is filed with the FCCall recorded documents referred to, or listed as exceptions to title in, the relevant state commissiontitle policy or policies referred to in this subsection and a copy, or any certified by such parties as the Administrative Agent may deem reasonably appropriate, of all 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 documents affecting the FCC, the relevant state commission, or any other regulatory agency with respect to property covered by 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 Mortgage as may be shall have been reasonably requested to appeal such decision and effect such contributionby the Administrative Agent.
(b) With respect Within 60 days after the Effective Date, the Borrower shall either:
(i) contribute or otherwise transfer all of the Capital Stock of Foreign Subsidiaries held by the Borrower and its Subsidiaries to any Subsidiary for which such action as specified in the foregoing clause either (a) is requiredTCI Holding or (b) a newly-formed domestic Wholly Owned Subsidiary of the Borrower (the "Foreign Subsidiary Holding Company"), within 10 days after Company receives the necessary approval to (i) effect the contribution by Company of 100and pledge 65% of the capital stock issued and outstanding Capital Stock of such the Foreign Subsidiary Holding Company to Borrower, the Administrative Agent pursuant to the Guarantee and Collateral Agreement; or
(ii) enable such Subsidiary deliver to be a Guarantor hereunder and/or (iii) enable such Subsidiary to become a Grantor under the Pledge and Security Agreement, Borrower will (1) Administrative Agent an opinion of counsel in the case jurisdictions of clause (i), formation of each Foreign Subsidiary reasonably satisfactory to the Administrative Agent stating that the Administrative Agent has a perfected first priority security interest in the Capital Stock of such Foreign Subsidiary pursuant to the laws of such jurisdiction and the Borrower shall deliver to such counsel all documents required by such counsel in order to create deliver such opinion. The Borrower shall not permit the Foreign Subsidiary Holding Company to engage in favor of Administrative Agent, for any business other than the benefit of Lenders, a valid and perfected First Priority security interest in 100% owning of the capital stock Capital Stock of such Subsidiary, deliver to Administrative Agent certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank the Foreign Subsidiaries and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant any business or other activities reasonably related to the Pledge and Security Agreement, and take all such actions and execute and deliverforegoing, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A incur any material liabilities other than liabilities reasonably related to the Pledge and Security foregoing or arising by operation of law. The Foreign Subsidiary Holding Company shall be a "Foreign Subsidiary" under this Agreement and take for all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k)purposes hereof.
(c) Within 30 days after the Closing Effective Date, Company the Borrower shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent deliver to the collateral assignment to Administrative Agent and Lenders the certificates representing 65% of rights existing the Capital Stock of TCI Exports, Ltd., a corporation formed under the General Agreement between Company and Lucent dated as laws of October 16Barbados, 1997, as amended, modified or otherwise supplemented from time to time, together with an undated stock power for each such consent certificate executed in form and substance reasonably satisfactory to Administrative Agentblank by a duly authorized officer of the Borrower.
Appears in 1 contract
Certain Post Closing Matters. (a) Within 30 Company shall use commercially reasonable best efforts to deliver the documents and materials listed under Section 3.1(g) and 3.1(h)(iv) to the Collateral Agent to create in favor of Collateral Agent for the benefit of the Lenders a valid and perfected First Priority Lien with respect to the applicable Leasehold Properties listed on Schedule 5.14(a)(i) (the "Post-Closing Leasehold Property Deliveries") as soon as practicable, but in no event later than sixty (60) days after the Closing Date. In the event that Company fails to make the Post-Closing Leasehold Property Deliveries to the Collateral Agent within such sixty (60) day period after using commercially reasonable best efforts during such period, the Company shall deliver an Officer's Certificate to that effect and the Company's obligations under this Section 5.14 shall be satisfied. In addition, Company, Collateral Agent and Syndication Agent shall enter into all such documents necessary to assign the Landlord Personal Property Collateral Access Agreements set forth on Schedule 5.14(a)(ii) to Collateral Agent within sixty (60) days after the Closing Date.
(b) Company shall have taken all steps requested by the Syndication Agent to confirm a valid and enforceable security interest to the Collateral Agent for the benefit of the Lenders under applicable local laws no later than sixty (60) days after the Closing Date, Company shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application to in 65% of the FCC and each relevant state commission with jurisdiction over telecommunications matters, to stock of (i) effect the contribution by Company of 100% of the capital stock of each of its Subsidiaries requiring such approval to BorrowerAmscan Distributors (Canada), such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, Ltd. and (ii) enable Subsidiaries of Company which are not, as of the Closing Date, Guarantors hereunder to become Guarantors hereunder and Amscan Holdings Limited (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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(kUK).
(c) Within 30 Company shall have taken all steps necessary to confirm a valid and enforceable security interest under applicable local laws, in the Deposit Accounts listed on Schedule 5.14(c) of Company no later than sixty (60) days after the Closing Date; provided, however, that if the Company is proceeding diligently and in good faith but fails to confirm a valid and enforceable security interest within such sixty (60) day period set forth in this Section 5.14(b), such period may be extended to a later date that is reasonably acceptable to the Administrative Agent and the Syndication Agent; provided, further, however, that with respect to the Deposit Account listed on Schedule 5.14(c) for Anagram International, Inc., Company shall only be required to use its reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68a security interest.
(d) Within 30 Company shall deliver to Collateral Agent all of the notes representing "Pledged Debt" as set forth on Schedule 4.4A of the Pledge and Security Agreement by no later than thirty (30) days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative Agent.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Amscan Holdings Inc)
Certain Post Closing Matters. (a) Within 30 days after the Closing Date, Company The Loan Parties shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application deliver to the FCC and each relevant state commission with jurisdiction over telecommunications mattersAgent within 75 days of the date hereof, to unless such date is extended by the Agent, acting reasonably:
(i) effect the contribution by Company a first priority Mortgage encumbering each parcel 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 Real Property in favor of Administrative the Agent, for the benefit of Agent and the Lenders, a valid duly executed and perfected First Priority security acknowledged by each Loan Party that is the owner of or holder of any interest in 100% of the capital stock of such SubsidiaryMortgaged Property, deliver to Administrative Agent certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreementcreate a lien under applicable law, and take all such actions financing statements and execute and deliver, or cause any other instruments necessary to be executed and deliveredgrant a mortgage lien under the laws of any applicable jurisdiction, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to which shall be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative the Agent;
(ii) with respect to each parcel of Mortgaged Property is subject to a Mortgage, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the transactions contemplated under this Section 4.22 or as shall reasonably be deemed necessary by the Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; provided, however, that with respect to any of the same relating to leasehold Mortgaged Property only, the Loan Parties shall have satisfied the requirement in this clause (ii) if, after having used commercially reasonable efforts as determined in the reasonable judgment of the Agent, they are unable to obtain such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments;
(iii) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which fair market value is set forth on Schedule 4.22 (iii), which policy (or such marked-up commitment) (each, a "Title Policy") shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Agent, (C) contain a "tie-in" or "cluster" endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements as shall be reasonably requested by the Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, separate tax lot and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions acceptable to the Agent;
(iv) with respect to each parcel of Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;
(v) evidence reasonably acceptable to the Agent of payment by the Loan Parties of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above;
(vi) with respect to each Real Property or Mortgaged Property, copies of all leases in which any Loan Party holds the lessor's interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property subject to a Mortgage, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Agent;
(vii) with respect to each parcel of Mortgaged Property, the Loan Parties shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all governmental real property disclosure requirements applicable to such Real Property; and
(viii) surveys with respect to each Parcel of Real Property subject to a Mortgage.
Appears in 1 contract
Sources: Loan and Security Agreement (Brown Jordan International Inc)
Certain Post Closing Matters. Notwithstanding anything to the contrary contained in this Agreement, within sixty (a60) Within 30 days after the Closing Date, Company the Borrowers shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application deliver to the FCC Administrative Agent:
(a) to the extent applicable, a copy, certified as of a recent date by the applicable Governmental Authority, of each Organizational Document delivered pursuant to Section 4.1(a)(i) of this Agreement which was certified by a Secretary or Assistant Secretary of the Borrowers or the Guarantor;
(b) all good standing certificates, if any, which the Borrowers and each relevant state commission with jurisdiction over telecommunications mattersthe Guarantor 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;
(c) all UCC-11 searches, if any, which the Borrowers and the Guarantor were required to deliver pursuant to Section 4.1(l) of this Agreement and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date;
(id) effect the contribution by Company of 100as pledgee, share certificates representing 66% of the capital stock of each of its Subsidiaries requiring such approval the Foreign Subsidiaries, together with executed and undated stock powers related thereto; and
(e) agreements establishing the Administrative Agent's dominion and control over the Borrowers' lockbox-related deposit accounts located at SunTrust, Northern Trust Company and ▇▇▇▇▇▇ Trust & Savings Bank. All conditions precedent and representations contained in this Agreement shall be deemed modified to Borrowerthe extent necessary to effect the foregoing (and to permit the taking of the actions 167 described above within the time periods required above); provided, such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, (ii) enable Subsidiaries of Company which are not, as of to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Guarantors hereunder the respective representation and warranty shall be required to become Guarantors hereunder be true and (iii) enable Subsidiaries correct at the time the respective action is taken in accordance with the foregoing provisions of Company which are not, as this Section 10.19. The acceptance of the Closing Date, Grantors under benefits of the Pledge and Security Agreement, to become Grantors thereunder. Company shall deliver to Administrative Agent as soon as reasonably practicable (1) a copy making of each such application Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that is filed with the FCC, actions required pursuant to this Section 10.19 will be taken within the relevant state commissiontime periods referred to in this Section 10.19 and that, or at such time, all representations and warranties contained in this Agreement shall then be true and correct without 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 modification pursuant to the Pledge and Security Agreement, and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c)this Section 10.19. 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative Agent.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 168
Appears in 1 contract
Certain Post Closing Matters. (A) As soon as practicable and in any case within 90 days after the Closing Date, take any and all necessary action and execute all documents and instruments and make all necessary filings in order to ensure that BidCo makes a U.S. tax "check the box election" such that the Administrative Agent is satisfied that BidCo will be treated as tax resident for U.S. tax purposes.
(B) As soon as practicable and in any case within 30 days after the Asset Transfer has occurred in accordance with the Put and Call Option Agreement, (i) ensure that (a) Within each U.S. Subsidiary of the Company constituting part of the Acquired Business has executed and delivered a Subsidiary Guaranty and (b) a fully perfected first priority security interest is granted in favor of the Administrative Agent for the benefit of the Secured Parties over those U.S. assets of the Acquired Business not then subject to a first priority Lien in favor the Administrative Agent for the benefit of the Secured Parties in a manner set out in, and in accordance with, Section 5.01(j), in each case at the expense of Holdings or (ii) take one or more of the following steps: (x) provide, and cause each of its applicable Subsidiaries (including non-U.S. Subsidiaries) to provide, such guarantees, mortgages, pledges, assignments and other collateral security documents, (y) procure from Affiliates or other Persons such letters of credit, bankers' acceptances, surety bonds or similar instruments or (z) agree to such other changes to pricing, structure, tenor and other terms of the Loan Documents (including, without limitation, such changes to the leverage and debt covenants, and related definitions, as may be necessary to accommodate certain Contingent Obligations of the Acquired Business), in each case, at Holding's expense, as the Administrative Agent and the Required Lenders may determine, in consultation with Holdings (taking into account cost-efficiency considerations and other parameters to be agreed) are necessary to provide additional or increased financial benefits to the Agents and Lender Parties, which when combined with improvements to the credit profile of Holdings and considered in the aggregate are substantially equivalent, on a commercial basis, to the documents and actions specified in clause (i) above.
(C) As soon as practicable and in any case within 90 days after the Closing Date, take any and all necessary action and execute all documents and instruments and make all necessary filings with the patent and trademark office or comparable filing office or agency, in each case where a filing must be made or notice given or other action taken in order to allow for the perfection of a Lien (where applicable) on patents and trademarks owned by any Loan Party and registered locally under the laws of the Included Foreign Jurisdictions, other than, in any case, where the Administrative Agent determines that compliance with such requirements is not practicable to be completed by such time or at all.
(D) As soon as practicable and in any case within 45 days after the industrial revenue bonds issued with respect to the respective properties located in Baltimore, Maryland and Lincolnton, North Carolina have been paid in full, execute and deliver to the Administrative Agent a mortgage in each case with respect to each such property, along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a valid and subsisting first priority Lien on such property, including those of the type specified in Section 3.01(a)(iv) and satisfactory legal opinions, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(E) As soon as practicable and in any case within 45 days after the plant owned by Alpharma Animal Health Company located in Lowell, Arkansas, is repaired or rebuilt sufficiently to permit normal business operations to resume at such facility, execute and deliver to the Administrative Agent a mortgage with respect to such property, along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a valid and subsisting first priority Lien on such property, including those of the type specified in Section 3.01(a)(iv), satisfactory legal opinions and environmental reports, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(F) As soon as practicable and in any case (1) by October 31, 2001, deliver audited Consolidated financial statements of each of the Acquired Business and Holdings and its Subsidiaries for the two and three year periods, respectively, prior to the Closing Date and (with respect to the Acquired Business) unaudited financial statements for the six month period ended December 31, 2000 and (2) within 15 days after the Closing Date, deliver a written certification by its Chief Financial Officer or Treasurer to the Administrative Agent stating that the Total Leverage Ratio as of the end of the fiscal quarter ended June 30, 2001, as calculated on a rolling four-quarter basis, using audited financial statements of Holdings and its Subsidiaries and the Acquired Business for the two year period prior to the Closing Date and giving effect to all Advances made under the Facilities on the Closing Date, is less than or equal to 4.75:1.00. If the certification in the preceding clause (2) can not be made because the Total Leverage Ratio calculated as aforesaid exceeds 4.75:1.00, Holdings shall, within 30 days after the Closing Date, Company take such action as shall have applied for all regulatory approvals which are necessary, appropriate or advisable, be necessary (including, without limitation, application through the underwritten or privately placed sale for cash of common stock of Holdings, the conversion into Holdings common stock of the Existing Notes, the sale of assets or other deleveraging actions) to reduce the FCC amount of consolidated Indebtedness of Holdings and each relevant state commission with jurisdiction over telecommunications mattersits Subsidiaries such that the Total Leverage Ratio for such four quarter period is less than or equal to 4.75:1.00.
(G) As soon as practicable and in any case within 45 days after the Closing Date, to either (i) effect cause each of Alpharma de Argentina S.R.L., Alpharma do Brazil Ltda. and Alpharma U.S. Inc. Y Compania Limitada, to become direct or indirect subsidiaries of Alpharma Bermuda G.P. or (ii) execute and deliver to the contribution by Company of 100Administrative Agent a stock pledge covering 66% of the capital stock of each of its Subsidiaries requiring such approval to Borrowersubsidiary which has not been reorganized in such manner, along with such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, (ii) enable Subsidiaries of Company which are not, other documents and instruments 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 may 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), connection therewith in order to create and perfect a first priority lien in favor of Administrative Agentsuch capital stock, for the benefit of Lenders, a valid and perfected First Priority security interest in 100% including those of the capital stock of such Subsidiary, deliver to Administrative Agent certificates type specified in Section 3.01(a)(ii) and satisfactory legal opinions (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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(bincluding local law opinions), 3.1(g) and 3.1(k), (2) in the each case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to the Administrative Agent.
(H) With respect to landlords consents required in connection with leasehold mortgages for the real properties located in Palmyra, Missouri and Willow Island, West Virginia, use commercially reasonable efforts to obtain landlord consents to leasehold mortgages with respect to such properties, and as soon as practicable after the time that such consents are obtained, execute and deliver to the Administrative Agent a leasehold mortgage with respect to each such property, along with such other documents and instruments as the Administrative Agent may reasonably request in connection therewith in order to create and perfect a valid and subsisting first priority Lien on such leasehold, including those of the type specified in Section 3.01(a)(iv) and satisfactory legal opinions, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(I) With respect to the trademark "FEVERALL", which is owned by Alpharma USPD Inc., use commercially reasonable efforts to obtain a release of the lien on such trademark by ▇▇▇▇▇▇-▇▇▇▇▇ Laboratories, Inc. as soon as practicable after the Closing Date.
(J) As soon as practicable and in any case within 120 days after the Closing Date, take any and all necessary action and execute all documents and instruments and make all necessary filings as may be required by any Governmental Authority such that the Administrative Agent is reasonably satisfied that the property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will be assessed and taxed separately from all other realty as of the 2003 real estate tax year. . So long as any Advance or any other Payment Obligation of any Loan Party under any Loan Document has not been Fully Paid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, neither Holdings nor any Borrower shall, at any time:
Appears in 1 contract
Sources: Credit Agreement (Alpharma Inc)
Certain Post Closing Matters. (a) Within The Borrower shall deliver to the Agent, as soon as practicable after the Closing Date (but in no event later than five (5) Business Days thereafter), evidence satisfactory to the Agent that the UCC financing statements of record and reflected in the UCC search reports delivered to the Agent on or prior to the Closing Date do not encumber any of the Machinery & Equipment described in Exhibit C of the Deed of Trust. The evidence to be provided to satisfy the foregoing requirements can include copies of UCC financing termination statements or written confirmation from the secured parties identified in such UCC financing statements that the Machinery & Equipment is not within the scope of the Lien evidenced by their respective UCC financing statement(s). If after the Closing Date it is determined that any of such Machinery & Equipment is encumbered by a prior Lien, the Borrower shall as soon as practicable (but in no event later than 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 execute and deliverfile, or cause to be executed and deliveredfiled, all UCC financing termination statements and any other documents necessary to terminate and cancel such documents, instruments, agreementsprior Lien, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver) take, or cause to be executed and deliveredtaken, all such documentsother actions, instrumentsas the Agent may request, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in cause the case of clause (iii), execute a Pledge Supplement substantially in Liens created by the form of Exhibit A Collateral Documents over the Machinery & Equipment to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause constitute first priority Liens subject to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k)no other Liens other than Permitted Liens.
(cb) Within 30 days If requested by the Documentation Agent on or after the Closing Date and prior to the next Funding Date following the Closing Date, the Borrower, at its own expense, shall deliver to the Documentation Agent and the Lenders a written appraisal of the Fab 25 Facility, dated as of a date after the Closing Date, Company shall use reasonable best efforts from an appraiser acceptable to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Documentation Agent and the Lenders, in the form of Exhibit M with respect to each corresponding agreement listed and prepared on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent basis satisfactory in form and substance reasonably satisfactory to Administrative Agentthe Documentation Agent and the Lenders, such appraisal to include, without limitation, information required by applicable law and regulation and by the internal policies of the Lenders (such appraisal, the “New Fab 25 Facility Appraisal”). If the Documentation Agent does not request the New Fab 25 Facility Appraisal prior to the next Funding Date, the obligation of the Borrower to provide such appraisal will terminate; provided, however, that nothing herein shall affect the obligation of the Borrower to deliver additional appraisals if required pursuant to the Syndication Letter.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Advanced Micro Devices Inc)
Certain Post Closing Matters. (a) Within 30 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:
(i) within thirty (30) days after the Closing Date, Company shall have applied 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 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 purposes of effecting the contribution by Company of 100% of closing on 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, Closing Date;
(ii) enable Subsidiaries of Company which are not, as of the Closing Date, Guarantors hereunder to become Guarantors hereunder and within ninety (iii90) 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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter mortgages in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Collateral Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent 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 the date which is one hundred fifty (150) days after the Closing Date, 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 contrary contained in this Agreement or the Security and Pledge Agreement, within thirty (30) days after the Closing Date or such later date to which the Collateral Agent shall, in its reasonable discretion, agree in writing, the Borrowers shall deliver to the Collateral Agent:
(i) Schedules 1, 3, 4, 6, 7, and 8, which the Borrowers were required to deliver pursuant to Section 4(a), 1(h), 1(i), 1(m), 1(n), and 1(o) of the Security and Pledge Agreement, respectively, and delivery of which was temporarily waived by the Lenders for the purposes of effecting the closing on the Closing Date.
(c) All conditions precedent and representations contained in the Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct at the time the respective action is taken in accordance with the foregoing provisions of this Section 9.18. The acceptance of the benefits of the making of each Loan and the issuance of each Letter of Credit shall constitute a representation, warranty and covenant by the Borrowers to each of the Lenders that the actions required pursuant to this Section 9.18 will be taken within the relevant time periods referred to in this Section 9.18 and that, at such time, all representations and warranties contained in this Agreement shall then be true and correct without any modification pursuant to this Section 9.18.
Appears in 1 contract
Sources: Revolving Credit Agreement (Interstate Bakeries Corp/De/)
Certain Post Closing Matters. (a) Within 30 days after the Closing Date, Company The applicable Loan Parties shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application deliver to the FCC and each relevant state commission with jurisdiction over telecommunications mattersCollateral Agent (unless waived or extended by the Collateral Agent in its sole discretion), within fifteen (15) days of the date hereof for Mortgaged Property located in Texas, and, within seventy-five (75) days of the date of receipt of approval from the ICC to encumber the Mortgaged Property located in Illinois, the following:
(i) effect Mortgages encumbering each Mortgaged Property in which 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, applicable Loan Party holds an ownership or leasehold interest (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.indicated on Schedule 5.19
(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, (iiOriginal Credit Agreement) 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 the Collateral Agent, for its benefit and the benefit of Lendersthe Secured Parties, duly executed and acknowledged by the applicable Loan Party, and otherwise in form for recording in the recording office where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a valid lien under applicable law, and perfected First Priority security interest such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in 100% of the capital stock Section 5.19(a)(viii) in respect 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 execute and deliver, or cause to be executed and deliveredMortgage, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to which shall be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a Lien on such Mortgaged Property subject to no other Liens except Prior Liens;
(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, in form acceptable to the Collateral Agent, as necessary or required to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;
(iii) with respect to each Mortgage, a policy (or marked title commitment having the effect of a title insurance policy) of title insurance (collectively, a "Title Policy") insuring the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than the amount set forth on Schedule 5.19(a)(iii) of the Original Credit Agreement (115% of the fair market value thereof), which Title Policy shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements, to the extent available in each jurisdiction at commercially reasonably rates, on matters relating to usury, first loss, last dollar, zoning, contiguity, variable rate, revolving credit, doing business, access, survey, address, subdivision, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions) and (z) contain only a survey exception and such other exceptions to title as shall be agreed to by the Collateral Agent with respect to such Mortgaged Property;
(iv) with respect to each Mortgaged Property, policies or certificates of insurance as required by the Mortgage relating thereto and hereby, which policies or certificates shall comply with the insurance requirements contained in such Mortgage and herein;
(v) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the Title Policy or Policies and endorsements contemplated in subparagraph (iii) above;
(vi) evidence acceptable to the Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to in subparagraph (iii) above;
(vii) with respect to each Real Property and Mortgaged Property, copies of all leases or other agreements relating to possessory interests to which any Loan Party or Subsidiary thereof is a party, it being understood that to the extent any of the foregoing in which any Loan Party is a landlord or sublandlord affect any Mortgaged Property, such leases or other agreements shall be subordinate to the Mortgage to be recorded against such Mortgaged Property and otherwise acceptable to the Collateral Agent either by its terms or pursuant to a Subordination, non-disturbance and attornment agreement (in form and substance satisfactory to the Collateral Agent) to be executed by the tenant thereunder; and
(viii) opinions of the various local counsel to the Loan Parties as specified in Schedule 4.01(f) of the Original Credit Agreement in form and substance satisfactory to the Collateral Agent which opinions (x) shall be addressed to each Agent and each of the Lenders and be dated the date of delivery, (y) shall cover the enforceability of the respective Mortgage delivered contemporaneously therewith and perfection of the Liens and security interests granted pursuant thereto and the other relevant Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Agents.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Texas Holdings, Inc.)
Certain Post Closing Matters. (a) Within 30 days after the Closing Date, Company shall use commercially reasonable efforts to obtain from each Person identified on Schedule 5.15 consents in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit K originally executed and delivered with respect to each of the agreements listed on Schedule 5.15.
(b) 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 (iiiii) 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. Company will use all commercially reasonable efforts to obtain all of such approvals as promptly as practicable. If any such application is not approved, Company will after consultation with and at the request of Agents Administrative Agent take all such further actions as may be reasonably requested to appeal such decision and effect such contributiondecision.
(bc) With respect to any Subsidiary for which such action as specified in the foregoing clause (ab) 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 (i) be a Guarantor hereunder and/or (iiiii) enable such Subsidiary to become a Grantor under the Pledge and Security Agreement, Borrower such Subsidiary 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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k3.1(i), and (32) in the case of clause (iiiii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g3.1(e) and 3.1(k3.1(i).
(cd) Within 30 days after Promptly upon the completion of the acquisition of all interests in LHP, L.L.C. not owned by Company as of the Closing Date, Company shall use reasonable best efforts to obtain from each will deliver all documents reasonably requested by Administrative Agent relating thereto, including an operating agreement for such Person identified on Schedule 5.12(c) an acknowledgment letter and for INTERNEXT L.L.C., and certificates representing membership interests in favor of Administrative Agentsuch Persons, for the benefit of Lenders, substantially in the form of Exhibit M with respect to each corresponding agreement listed otherwise delivered on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts Date pursuant to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative AgentSection 3.1(b).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Nextlink Communications Inc /De/)
Certain Post Closing Matters. (a) Within 30 The applicable Loan Parties shall deliver to the Collateral Agent (unless waived or extended by the Collateral Agent in its sole discretion), within fifteen (15) days after of the Closing Restatement Effective 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 following:
(i) effect Mortgages encumbering each Mortgaged Property in which 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, applicable Loan Party holds an ownership or leasehold interest (iias indicated on Schedule 5.19(a)(i)) 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 the Collateral Agent, for its benefit and the benefit of Lendersthe Secured Parties, duly executed and acknowledged by the applicable Loan Party, and otherwise in form for recording in the recording office where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a valid lien under applicable law, and perfected First Priority security interest such UCC-1 financing state- Table of Contents ments and other similar statements as are contemplated by the counsel opinions described in 100% of the capital stock Section 5.19(a)(viii) in respect 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 execute and deliver, or cause to be executed and deliveredMortgage, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to which shall be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented from time to time, such consent in form and substance reasonably satisfactory to Administrative the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a Lien on such Mortgaged Property subject to no other Liens except Prior Liens;
(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, in form acceptable to the Collateral Agent, as necessary or required to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;
(iii) with respect to each Mortgage, a policy (or marked title commitment having the effect of a title insurance policy) of title insurance (collectively, a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than the amount set forth on Schedule 5.19(a)(iii) (115% of the fair market value thereof), which Title Policy shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a “tie-in” or “cluster” endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements, to the extent available in each jurisdiction at commercially reasonably rates, on matters relating to usury, first loss, last dollar, zoning, contiguity, variable rate, revolving credit, doing business, access, survey, address, subdivision, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions) and (z) contain only a survey exception and such other exceptions to title as shall be agreed to by the Collateral Agent with respect to such Mortgaged Property;
(iv) with respect to each Mortgaged Property, policies or certificates of insurance as required by the Mortgage relating thereto and hereby, which policies or certificates shall comply with the insurance requirements contained in such Mortgage and herein;
(v) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy or Policies and endorsements contemplated in subparagraph (iii) above;
(vi) evidence acceptable to the Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to in subparagraph (iii) above;
(vii) with respect to each Real Property and Mortgaged Property, copies of all leases or other agreements relating to possessory interests to which any Loan Party or Subsidiary thereof Table of Contents is a party, it being understood that to the extent any of the foregoing in which any Loan Party is a landlord or sublandlord affect any Mortgaged Property, such leases or other agreements shall be subordinate to the Mortgage to be recorded against such Mortgaged Property and otherwise acceptable to the Collateral Agent either by its terms or pursuant to a Subordination, non-disturbance and attornment agreement (in form and substance satisfactory to the Collateral Agent) to be executed by the tenant thereunder; and
(viii) opinions of local counsel to the Loan Parties as specified in form and substance satisfactory to the Collateral Agent which opinions (x) shall be addressed to each Agent and each of the Lenders and be dated the date of delivery, (y) shall cover the enforceability of the respective Mortgage delivered contemporaneously therewith and perfection of the Liens and security interests granted pursuant thereto and the other relevant Security Documents and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Agents.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)
Certain Post Closing Matters. Forthwith after the Closing, SharkReach, Acquirer, the Surviving Company and the MIM Owners agree to use all their best efforts and cooperate to:
(a) Within 30 days after file the Certificate of Merger with Secretary of State of the State of Georgia;
(b) issue a news release reporting the Closing Date(in a form mutually agreeable to the Parties);
(c) timely file a Form 8-K with the Securities and Exchange Commission disclosing the terms of this Agreement and, Company shall have applied for not more than 71 days following the filing of such Form 8-K, to file an amended Form 8-K which includes audited financial statements of MIM as well as pro forma financial information of MIM and SharkReach as required by Regulation SK as promulgated by the Securities and Exchange Commission;
(d) timely file reports on Forms 13D and 3 with the Securities and Exchange Commission disclosing the acquisition of the Acquisition Shares by the MIM Owners;
(e) take any steps that may be mutually agreed upon by SharkReach and the MIM Owners to obtain any and all regulatory approvals which are necessarythird party consents required to preserve and maintain the MIM Assets, appropriate or advisableincluding the MIM Material Contracts, notwithstanding the change in control of MIM arising from the Merger;
(f) take steps to evidence and secure the rights and interest of the MIM Owners in and to the MIM names and service-marks (including, without limitation, application the name Mastermind Involvement Marketing and all variations thereof), the Website (h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇)(collectively referred to as the “MM IP”) until twelve months following the date that the Lock-Up restrictions under the Lock-Up Agreements have expired (the “Final Consideration Date”) – it being understood and agreed upon that neither SharkReack nor Acquirer will take any steps that would involve or result in a sale, transfer or encumbrance on the MIM IP at any time prior to the FCC and each relevant state commission with jurisdiction over telecommunications mattersFinal Consideration Date; and, following the Final Consideration Date, to promptly take any and all steps required to permanently transfer all right, title and interest in and to the MM IP to SharkReach; and
(ig) 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 use commercially reasonable efforts 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 execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k).
(c) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68
(d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a consent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, 1997, as amended, modified or otherwise supplemented required from time to timetime to remove or cure any violation of any laws, such consent ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in form and substance reasonably satisfactory to Administrative Agenta material adverse impact on tradability of the SharkReach Common Shares.
Appears in 1 contract
Sources: Merger Agreement (SharkReach, Inc.)