Post-Closing Actions Clause Samples

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without the prior written consent of Seller Parent, (i) make or change any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributes.

Post-Closing Actions. (a) All actions and transactions after the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consi...

Post-Closing Actions. Complete each of the actions described on Schedule 6.18 as soon as commercially reasonable and by no later than the date set forth in Schedule 6.18 with respect to such action or such later date as the Administrative Agent may reasonably agree.

Post-Closing Actions. Complete the actions listed on Schedule 7.16 by the times stated therein (or such later date as may be consented to by the Administrative Agent in its sole discretion).

Post-Closing Actions. The Borrower agrees that it will, and will cause each other Obligor to, complete each of the actions described on Schedule X as soon as commercially reasonable and by no later than the date set forth in Schedule X with respect to such action or such later date as the Administrative Agent may reasonably agree. All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the actions described in Schedule X within the time periods specified thereon), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 5.14.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) 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, rather than as otherwise provided in the Credit Documents); provided that (a) 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 in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 and (b) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 have been taken (or were required to be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above within the relevant time periods required above shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. ▇▇▇▇▇▇▇▇ agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree in its reasonable discretion.

Post-Closing Actions. (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusi...