Post-Closing Conditions Subsequent Sample Clauses

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below: (a) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 60 days after the Closing Date (or such later date as Administrative Agent shall determine in its sole discretion) insurance certificates satisfying the requirements of Section 6.6 hereof and Section 4.3(l) of the Guarantee and Collateral Agreement, together with evidence reasonably satisfactory to the Administrative Agent that the insurance policies of each Loan Party have been endorsed for the purpose of naming the Administrative Agent (for the ratable benefit of the Secured Parties) as an “additional insured” or “lender loss payee”, as applicable, in form and substance reasonably satisfactory to the Administrative Agent; (b) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring 60 days after the Closing Date a landlord waiver covering its headquarters location; (c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 90 days after the Closing Date, or such later date as determined by Administrative Agent in its sole discretion, a good standing certificate issued by the Texas Secretary of State certifying that Borrower is duly qualified as a foreign corporation or other organization and in good standing under the laws of Texas as well as evidence of Borrower’s tax good standing in Texas; (d) The Borrower shall (i) cause each Loan Party and each counsel of the Loan Parties to deliver to the Administrative Agent by no later than the date occurring seven days after the Closing Date, the originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 5.1 (including any such signature pages to this Agreement and each of the other Loan Documents) in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents, and (ii) use commercially reasonable efforts to cause any other Persons party to any agreements or other documents referenced in Section 5.1 to d...

Post-Closing Conditions Subsequent. Notwithstanding anything to the contrary set forth in this Agreement, the Borrower agrees, except as otherwise provided on Schedule 5.3, to use commercially reasonable efforts to deliver to the Administrative Agent, on behalf of the Lenders, the documents set forth on Schedule 5.3, in form and substance reasonably satisfactory to the Administrative Agent, and/or take the actions set forth on Schedule 5.3, in a manner reasonably acceptable to the Administrative Agent, on or before the deadlines set forth on Schedule 5.3 (as such deadlines may be extended by the Administrative Agent in its reasonable discretion). To the extent there is any conflict between the provisions of any Loan Document and Schedule 5.3, the provisions of Schedule 5.3 shall control. To the extent any representation and warranty contained herein or in any other Loan Document would not be true or any provision of any covenant contained herein or in any other Loan Document would be breached 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 and the respective covenant complied with at the time the respective action is taken (or was required to be taken) in accordance with this Section 5.3 (and the corresponding Schedule 5.3).

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in Schedule 5.2 to the reasonable satisfaction of the Lender, in each case, by no later than the date specified for such condition (or such later date as the Lender shall agree in its sole discretion).

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion): (a) on or before the date which is 45 days after the Closing Date, the Borrower shall have delivered landlord waivers in form and substance reasonably satisfactory to the Administrative Agent and executed by the applicable landlord for each of the following locations: (w) the Borrower’s chief executive office, (x) the Borrower’s Alabama location, (y) the Borrower’s Norwood, MA location and (z) each of the Borrower’s other Canton, MA locations; (b) on or before the date which is twenty days after the Closing Date, the Borrower shall have delivered supplements in form and substance reasonably satisfactory to the Administrative Agent to the (i) Collateral Information Certificate, and (ii) the Guarantee and Collateral Agreement with respect to the Loan Parties’ Intellectual Property registered outside of the United States; (c) on or before the date which is thirty days after the Closing Date, the Borrower shall have delivered an amendment to Article VI, Section 1 of the By-Laws of Organogenesis Inc. in form and substance reasonably satisfactory to the Administrative Agent; and (d) on or before the date which is thirty days after the Closing Date, to the extent not delivered to the Administrative Agent on or prior to the Closing Date, deliver to the Administrative Agent insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion): (a) Within thirty (30) days after the Closing Date, to the extent not delivered to the Administrative Agent on or prior to the Closing Date, deliver to the Administrative Agent insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, in form and substance satisfactory to the Administrative Agent.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below: (a) The Borrower shall cause to be delivered by no later than the date occurring 60 days after the Closing Date each landlord consent and/or bailee waiver required to be delivered pursuant to the terms of the Guarantee and Collateral Agreement, executed by the applicable landlords and/or bailees related thereto; (b) The Administrative Agent shall have received, by no later than the date occurring 45 days after the Closing Date, the certificates representing the certificated shares of Capital Stock pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; (c) The Borrower shall (i) cause each Loan Party and each counsel to such Loan Parties to deliver to the Administrative Agent by no later than the date occurring ten Business Days after the Closing Date, the originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 5.1 (including any such signature pages to this Agreement and each of the other Loan Documents) in respect of which the Administrative Agent, as an accommodation to such Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and certain of the other Loan Documents, and (ii) use commercially reasonable efforts to cause any other Persons party to any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring 30 days after the Closing Date the originally-executed signature pages of such Persons to any of the agreements, notice acknowledgments and other documents referenced in Section 5.1 in respect of which the Administrative Agent, as an accommodation to such Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and certain of the other Loan Documents.

Post-Closing Conditions Subsequent. The Borrowers shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below (or such other date as Administrative Agent shall agree in its sole discretion): (a) Within thirty (30) days following the Closing Date, the Borrowers shall deliver the landlord access agreements and bailee waivers set forth on Schedule 5.3 hereto as required pursuant to Section 6.12(e) hereof.

Post-Closing Conditions Subsequent. (a) Within 30 days of the Closing Date (or such later date as the Administrative Agent might agree in its reasonable discretion), Borrower shall have delivered an administration agreement amendment or side letter, in form and substance reasonably satisfactory to the Administrative Agent, executed by the administrator of the Borrower and the Borrower, confirming that the administrator will initiate Capital Calls at the instruction of the Administrative Agent as and when the Administrative Agent is permitted to initiate Capital Calls under the terms of the Loan Documents. (b) No later than October 31, 2024, Borrower shall provide evidence in form and substance reasonably satisfactory to the Administrative Agent that the Indebtedness set forth on Schedule 3.11(a) and the Liens evidencing such Indebtedness set forth on Schedule 3.11(b) have been terminated.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion): (a) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 90 days after the Closing Date, Control Agreements for all of the Loan Parties deposit, operating and securities accounts (other than any Excluded Accounts (as defined in the Guarantee and Collateral Agreement)), in form and substance reasonably satisfactory to the Administrative Agent; (b) Within 45 days following the Closing Date, the Administrative Agent shall have received copies of relevant insurance certificates and endorsements required pursuant to Section 5.2(b) of the Guarantee and Collateral Agreement;