Post-Closing Conditions Clause Samples

Post-Closing Conditions. The obligation of the Escrow Agent to ------------------------ deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion: (i) Delivery of such copies of the Company's books and records as indicated by Buyer; (ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation; (iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a); (iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein; (v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and (vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer.

Post-Closing Conditions. On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:

Post-Closing Conditions. (a) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received the following control agreements, in each case in form and substance satisfactory to the Administrative Agent: (i) A deposit account control agreement executed by the Borrower, the Administrative Agent and National Bank of Canada with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at National Bank of Canada; (ii) A deposit account control agreement executed by the Borrower, the Administrative Agent and The Toronto-Dominion Bank with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at The Toronto-Dominion Bank; (iii) A deposit account control agreement executed by the Borrower, the Administrative Agent and Bank of America, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at Bank of America, N.A.; (iv) A deposit account control agreement executed by the Borrower, the Administrative Agent and Bank of Montreal with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Borrower at Bank of Montreal; (v) All other control agreements which the Administrative Agent requires to be delivered pursuant to the Collateral Agreement, in each case in form and substance satisfactory to the Administrative Agent. (b) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received any warehouse or similar agreement, and any other ancillary documentation, required to be delivered thereto pursuant to Section 4.6(b) of the Collateral Agreement (or, if any such warehouse or similar agreement, and any other ancillary documentation, has not been delivered by such date, the Borrower shall take all actions required by the Administrative Agent pursuant to Section 4.6(b) in connection therewith).

Post-Closing Conditions. (i) Within 90 days following the Closing Date (or such longer period of time as Agent may consent to in writing in its sole discretion), Agent shall receive the following: (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in each case, to the extent constituting, as of the Closing Date, Material Gathering Station Real Property (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of d...

Post-Closing Conditions. (a) Prior to July 14, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received (a) a duly executed copy of each applicable Foreign Pledge Document with respect to a pledge of sixty-five percent (65%) of the total outstanding Capital Stock of Bowater-Korea Co., Ltd., including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of the Republic of Korea) evidencing the Capital Stock of Bowater-Korea Co., Ltd., together with an appropriate undated stock power for each certificate duly executed in blank by the Borrower), (b) such documents and certificates referred to in Section 5.2 as may be reasonably requested by the Administrative Agent in connection therewith (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to Bowater-Korea Co., Ltd., the Loan Documents and such other matters as the Administrative Agent shall reasonably request), and (c) such other documents and certificates as may be reasonably requested by the Administrative Agent (in consultation with the Borrower), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, subject to Section 12.3, the Administrative Agent may waive any or all of the requirements contained in this Section 5.4 to the extent that, in the sole discretion of the Administrative Agent, they are impracticable or pose a materially undue burden on the Borrower or Bowater-Korea Co., Ltd. (b) Prior to June 30, 2006, as such date may be extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received the following control agreements, in each case in form and substance satisfactory to the Administrative Agent: (i) A deposit account control agreement executed by the applicable Credit Party, the Administrative Agent and Bank of America, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Credit Parties at Bank of America, N.A.; (ii) A deposit account control agreement executed by the applicable Credit Party, the Administrative Agent and JPMorgan Chase Bank, N.A. with respect to all Deposit Accounts, other than Excluded Deposit Accounts (in each case as defined in the Collateral Agreement), of the Credit Parti...

Post-Closing Conditions. The Pledgors hereby agree to take the following actions, or to cause Covista, Capsule or other relevant Persons to take the following actions, (i) with respect to Collateral pledged on or before October 20, 2000, by no later than November 17, 2000, and (ii) with respect to any Collateral (whether in the form of Demanded Shares or other Collateral) proposed to be pledged after October 20, 2000, by no later than 20 business days after the date on which such Collateral is delivered or otherwise pledged, whether by execution of a security agreement or otherwise, to Pledgee: (a) Corporate Proceedings of Pledgors, Covista and Capsule. With respect to each Pledgor that is a corporation, limited liability company or similar entity, the Pledgee shall be provided with a copy of the resolutions (or comparable authorizing document), in form and substance satisfactory to the Pledgee, of the Board of Directors (or comparable governing body) of each such Pledgor authorizing and ratifying (i) the execution, delivery and performance of the Note (if such Pledgor is a Borrower) and this Agreement and (ii) the granting by it of the Liens created pursuant to this Agreement, certified by the Secretary or an Assistant Secretary (or comparable officer) of such Pledgor, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement. With respect to each of Covista and Capsule, the Pledgee shall be provided with a copy of the resolutions of the Board of Directors of such corporation authorizing and ratifying the execution, delivery and performance of this Agreement to the extent set forth in this Agreement, certified by the Secretary or Assistant Secretary of such corporation, which certificate shall be in form and substance reasonably satisfactory to the Pledgee and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and were in effect as of the date of this Agreement.

Post-Closing Conditions. Within thirty (30) days after the Effective Date, Borrower shall deliver to Bank, in form and substance satisfactory to Bank, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank.

Post-Closing Conditions. On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

Post-Closing Conditions. Within 45 days after the Effective Date, Borrower deliver to Agent, evidence satisfactory to Agent that the insurance policies and endorsements required by Section 5.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Agent.