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 deliver to the Administrative Agent by no later than the date occurring 15 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 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.
Appears in 2 contracts
Sources: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp)
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 5.2 to the reasonable satisfaction of the Administrative Agent, in each case case, by no later than the date specified for such condition below:below (or such later date as the Administrative Agent shall agree in its sole discretion):
(a) The Borrower physical certificated Capital Stock constituting Collateral shall cause to be delivered as promptly as practicable to the Administrative Agent after the Closing Date and in any event within ten (10) Business Days after the Closing Date (or such later date as the Administrative Agent may reasonably agree).
(b) Within thirty (30) days of the Closing Date (or such later date as the Administrative Agent may reasonably agree), the Administrative Agent shall have received each of the following (i) duly executed Dutch Security Documents and (ii) a customary written opinion of NautaDutilh, in its capacity as Dutch counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent.
(c) Within thirty (30) days of the Closing Date (or such later date as the Administrative Agent may reasonably agree), the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the UCC-1 financing statement filed against TransMedics, Inc., by no later than Cardinal Health 108 LLC, with the date occurring 60 Secretary of the Commonwealth of the Commonwealth of Massachusetts, has been terminated or amended to limit the collateral description to the assets financed with Cardinal Health 108 LLC.
(d) Within sixty (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 may reasonably agree), enter into Control Agreements (other with respect to an Excluded Account) located in 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;United States.
(be) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring 60 Within fifteen (15) days after of 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 Datemay reasonably agree), the originally-executed signature pages of such Persons to any Borrower shall cause all of the agreements, opinions and other documents referenced in Section 5.1 (including any such signature pages to this Agreement Borrower’s and each of Subsidiary’s cash and/or Cash Equivalents maintained in their existing depository and securities accounts in the United States and Canada (other Loan Documentsthan Excluded Accounts) in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed be transferred 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 accounts maintained with CIBC or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring 15 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 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 DocumentsCIBC’s Affiliates.
Appears in 2 contracts
Sources: Credit Agreement (TransMedics Group, Inc.), Credit Agreement (TransMedics Group, Inc.)
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 case, by no later than the date specified for such condition below:below (or such later date as the Administrative Agent shall agree in its reasonable discretion):
(a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date.
(b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 60 thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement.
(c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) 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 applicableendorsements, in form and substance reasonably satisfactory to the Administrative Agent;
(bd) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;
(f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect;
(g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring 60 forty-five (45) days after the Closing Date a landlord waiver covering its headquarters location;with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and
(ch) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 90 sixty (60) days after the Closing Date, or such later date as determined by Administrative Agent a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, 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 each case in form 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 substance reasonably satisfactory 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 deliver to the Administrative Agent by no later than the date occurring 15 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 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.
Appears in 2 contracts
Sources: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)
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 Within 15 days after the Closing Date (or such later date as the Administrative Agent shall determine may agree in its sole discretion) insurance certificates satisfying ), Holdings and the requirements of Section 6.6 hereof and Section 4.3(l) of the Guarantee and Collateral Agreement, together with evidence reasonably satisfactory Borrower shall cause to be delivered 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 “lender’s loss payable and additional insured” or “lender loss payee”insured endorsements, as applicable, with respect to each Group Member’s liability and property insurance policies, in each case, 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 Within 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall either (i) deliver a landlord waiver covering its headquarters location;Securities Account Control Agreement for the existing Securities Account maintained by the Borrower on the Closing Date with ▇▇▇▇▇ Fargo Advisors, LLC and having account number 5953-1659 (the “▇▇▇▇▇ Securities Account”), or (ii) close the ▇▇▇▇▇ Securities Account and move all Investment Property therein to a Securities Account with SVB, a Lender or any of their respective Affiliates, that is subject to a Securities Account Control Agreement.
(c) The Within 30 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall deliver to the Administrative Agent a fully executed source code escrow agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Loan Parties, the Administrative Agent and Iron Mountain Intellectual Property Management, Inc. (or another Person reasonably acceptable to the Administrative Agent) with respect to services relating to the Loan Parties’ source codes for computer software programs constituting the Required Library (as defined in the Guarantee and Collateral Agreement).
(d) Within 45 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause to be delivered to the Administrative Agent by no corrected certificates (together with appropriate instruments of transfer, executed in blank), if any, representing up to 65% of the total outstanding voting Capital Stock (and 100% of the non-voting Capital Stock) of each of the Japanese Subsidiary, Monotype Solutions India Pvt. Ltd. and Monotype Hong Kong Ltd., in each case that is required to be pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement.
(e) By not later than the date occurring 90 days after the Closing DateDecember 31, 2015 (or such later date as determined by the Administrative Agent may agree in its sole discretion), a good standing certificate issued by Holdings and 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 be delivered to the Administrative Agent by no later than the date occurring seven days after the Closing Dateevidence that FontShop International Inc. and ▇▇▇▇ ▇▇▇▇▇▇▇ Design Limited, the originallyeach a wholly-executed signature pages owned indirect Subsidiary of such Persons to any of the agreementsHoldings, 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 shall have been dissolved or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring 15 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 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 Documentsmerged into another Group Member.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Monotype Imaging Holdings Inc.)
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 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 below (or such later date as the Administrative Agent shall determine agree 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;
(ca) 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 Control Agreements for all of the Loan Parties deposit, operating and securities accounts (other than any Excluded Accounts (as determined by defined in the Guarantee and Collateral Agreement)), in form and substance reasonably satisfactory to the 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 TexasAgent;
(db) 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;
(c) The Borrower shall (i) cause each Loan Party and each counsel of the Loan Parties to deliver be delivered to the Administrative Agent by no later than the date occurring seven 10 days after the Closing Date, the originally-executed signature pages certificates representing the shares 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 deliver Capital NY-2355188 ▇▇▇▇▇ pledged to the Administrative Agent (for the 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 no later than a duly authorized officer of the date occurring 15 pledgor thereof;
(d) Within 30 days after following the Closing Date the originally-executed signature pages of such Persons to any of the agreementsDate, notice acknowledgments and other documents referenced in Section 5.1 in respect of which the Administrative AgentAgent shall have received evidence that UCC-1 #2019-0798236 shall have been terminated;
(e) Within 30 days following the Closing Date, as an accommodation to the Loan PartiesAdministrative Agent shall have received evidence that UCC-1 #2019-8762911 shall have been terminated; and
(f) Within 30 days following the Closing Date, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan DocumentsAdministrative Agent shall have received evidence that UCC-1 #OH00251877000 shall have been terminated.
Appears in 1 contract
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 (i) 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) Date, each of the Guarantee Supplemental Charge and Collateral Agreementthe UK EXIM Supplemental Charge, together with evidence reasonably satisfactory to the Administrative Agent that the insurance policies a director’s certificate of UK Borrower and its annexures 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 a form and substance reasonably satisfactory to the Administrative Agent;
; (bii) The cause UK Borrower shall use commercially reasonable efforts and its counsel to cause to be delivered deliver to the Administrative Agent by no later than the date occurring 60 days five (5) Business Days after the Closing Date a landlord waiver covering date of execution of the Supplemental Charge and the UK EXIM Supplemental Charge, the original-fully executed collated Supplemental Charge and UK EXIM Supplemental Charge (along with the director’s certificate and its headquarters location;
annexures); and (ciii) The Borrower shall cause to be delivered to the Administrative Agent that certain stock certificate number 1, evidencing ownership by no later than the date occurring 90 days after the Closing DateHoldings of 100 shares of common stock of K2M Solutions, or such later date as determined by Administrative Agent in its sole discretionInc., a good standing Delaware corporation (which stock certificate reflects 100% of the issued by the Texas Secretary and outstanding Capital Stock 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;such Subsidiary), together with an executed, undated stock power with respect thereto.
(d) The Borrower shall (i) cause each Loan Party (other than the UK Borrower) and each counsel of the Loan Parties to deliver to the Administrative Agent by no later than the date occurring seven days ten (10) 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 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) cause UK Borrower and its counsel to deliver to the Administrative Agent by no later than the date occurring ten (10) Business Days after the Closing Date, the originally-executed collated agreements, opinions and other documents referenced in Section 5.1 in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such original fully executed documents for purposes of the closing of this Agreement and the other Loan Documents, and (iii) 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 15 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 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.
Appears in 1 contract
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 case, by no later than the date specified for such condition below:below (or such later date as the Administrative Agent shall agree in its reasonable discretion):
(a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date.
(b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 60 thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement.
(c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) 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 applicableendorsements, in form and substance reasonably satisfactory to the Administrative Agent;
(bd) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; ny-2508035
(f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect;
(g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring 60 forty-five (45) days after the Closing Date a landlord waiver covering its headquarters location;with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and
(ch) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 90 sixty (60) days after the Closing Date, or such later date as determined by Administrative Agent a Securities Account Control Agreement with respect to that certain account maintained with SVB, 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 each case in form 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 substance reasonably satisfactory 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 deliver to the Administrative Agent by no later than the date occurring 15 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 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.
Appears in 1 contract
Sources: Credit Agreement (Appian Corp)
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 7.19 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified for such condition below:below (or such later date as the 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 60 thirty (30) 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 applicablea Guaranty, in form and substance reasonably satisfactory to the Administrative Agent, executed by Metuchen International, together with (i) the certified copy of resolutions of Metuchen International’s board of managers, directors or similar governing body evidencing approval of the execution and delivery of the Guaranty and the other transactions evidenced by the Loan Documents, (ii) certified copies of the Certificate of Formation and Operating Agreement, as amended, of Metuchen International, (iii) a certificate of good standing for Metuchen International from the State of Delaware and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect and (iv) such other documents as Agent may reasonably request. Metuchen International shall take such actions as are necessary or advisable in the opinion of the Agent to grant to the Agent for the benefit of Lender a perfected first priority security interest in the collateral described in Section 3 hereof with respect to Metuchen International, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law or as may be requested by the Agent and (C) to deliver to the Agent a certificate of such Subsidiary, in a form reasonably satisfactory to the Agent, with appropriate insertions and attachments;
(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 thirty (30) days after the Closing Date a landlord waiver covering its headquarters locationbailee letters, in form and substance reasonably satisfactory to the Agent, executed by D▇▇▇▇▇ Life Science Services, LLC, Qpharma, Inc. and Sharp;
(c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 90 ten (10) days after the Closing Date, or such later date as determined Date the insurance certificates and endorsements required 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 TexasSection 6.2 hereof;
(d) The Borrower shall (i) cause each Loan Party and each counsel of the Loan Parties to deliver be delivered to the Administrative Agent by no later than the date occurring seven (7) days after the Closing DateDate an Account Control Agreement, in form and substance reasonably satisfactory to 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 with respect to Borrower’s accounts at TD Bank; and
(e) Borrower shall cause to be delivered 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 deliver to the Administrative Agent by no later than the date occurring 15 forty-five (45) 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 Key Man required by Section 5.1 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 Documents6.2 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Petros Pharmaceuticals, Inc.)
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:below (or such later date as the Administrative Agent shall agree in its sole discretion):
(a) The the Borrower shall cause to be delivered to the Administrative Agent by not later than the date occurring 45 days after the Closing Date, Control Agreements for each of the Borrower’s depository, operating and securities accounts to the extent required to be delivered pursuant to the Guarantee and Collateral Agreement;
(b) the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent by no later than the date occurring 60 45 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 AgreementDate, together a landlord waiver with evidence reasonably satisfactory respect 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 the Borrower shall cause to be delivered to the Administrative Agent by no not later than the date occurring 90 30 days after the Closing Date, or such later date as determined by to the extent certificated, original versions of the certificates representing the shares of Capital Stock pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in its sole discretion, blank by a good standing certificate issued by duly authorized officer of 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;pledgor thereof.
(d) The Borrower Administrative Agent shall have completed an initial collateral audit within 30 days of the Closing Date with results satisfactory to the Administrative Agent.
(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 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 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 deliver to the Administrative Agent by no later than the date occurring 15 30 days after the Closing Date the originally-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 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.
Appears in 1 contract
Sources: Credit Agreement (Hortonworks, Inc.)
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date Amendment and Restatement Date, as applicable and as specified in this Section 5.3 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 in existence as of the Amendment and Restatement Date and each counsel of the to such Loan Parties to deliver to the Administrative Agent by no later than the date occurring seven days 20 Business Days after the Closing Amendment and Restatement 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, but excluding all Asset Acquisition Documents and approvals or consents of any Governmental Authority) in respect of which the Administrative Agent, as an accommodation to the 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 DocumentsDocuments on the Amendment and Restatement Date, 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 15 30 days after the Closing Amendment and Restatement Date the originally-executed signature pages of such Persons to any of the agreements, notice acknowledgments and other documents referenced in Section 5.1 (excluding all Asset Acquisition Documents and approvals or consents of any Governmental Authority) in respect of which the Administrative Agent, as an accommodation to the 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 DocumentsDocuments on the Amendment and Restatement Date.
(b) Notwithstanding anything to the contrary set forth in Sections 5.1 or 5.2, or in the Guarantee and Collateral Agreement, the Borrower shall deliver to the Administrative Agent by no later than the date occurring 30 days after the Amendment and Restatement Date all landlord access agreements and bailee waivers that are required to be delivered pursuant to such Sections and the Guarantee and Collateral Agreement.
Appears in 1 contract
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date Date, as applicable and as specified in this Section 5.3 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 in existence as of the Closing Date, Enterasys and each counsel of the Loan Parties to such Persons to deliver to the Administrative Agent by no later than the date occurring seven days 20 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, but excluding approvals or consents of any Governmental Authority) in respect of which the Administrative Agent, as an accommodation to the Loan Partiessuch Persons, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and certain of the other Loan DocumentsDocuments on the Closing Date, 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 15 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 (excluding all approvals or consents of any Governmental Authority) in respect of which the Administrative Agent, as an accommodation to the 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 DocumentsDocuments on the Closing Date.
(b) Within thirty (30) days after the Closing Date (or such longer period as the Administrative Agent may agree), to the extent not having been delivered to the Administrative Agent previously, the Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.5 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, together with evidence reasonably satisfactory to the Administrative Agent that the insurance policies referenced in any such certificates 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, with respect to such insurance policies, in form and substance satisfactory to the Administrative Agent.
(c) Within 2 (two) weeks after the Closing Date (or such longer period as the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent the original stock certificates and powers (executed and delivered in blank by a duly authorized officer of the applicable holders of such share certificates) with respect to Equity Interests of each of the Persons listed on Schedule 5.3.
Appears in 1 contract
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 case, by no later than the date specified for such condition below:below (or such later date as the Administrative Agent shall agree in its reasonable discretion):
(a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date.
(b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 60 thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement.
(c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) 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 applicableendorsements, in form and substance reasonably satisfactory to the Administrative Agent;
(bd) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent;
(e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;
(f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect;
(g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring 60 forty-five (45) days after the Closing Date a landlord waiver covering its headquarters location;with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and
(ch) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring 90 sixty (60) days after the Closing Date, or such later date as determined by Administrative Agent a Securities Account Control Agreement with respect to that certain account number _________ maintained with SVB, 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 each case in form 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 substance reasonably satisfactory 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 deliver to the Administrative Agent by no later than the date occurring 15 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 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.
Appears in 1 contract
Sources: Credit Agreement (Appian Corp)
Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the following conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative AgentRequired Lenders (and, in each the case of (i) clause (b), HSBC and (ii) clause (c), all Lenders), 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 below (or such later date as Administrative Agent the Required Lenders (and, in the case of (i) clause (b), HSBC and (ii) clause (c), all Lenders) shall determine agree to in its sole their reasonable discretion, which approval may be by e-mail):
(a) insurance certificates satisfying the requirements of Section 6.6 hereof Borrower shall deliver Control Agreements with respect to each Deposit Account and Section 4.3(l) of each Securities Account (in each case, other than “Excluded Deposit Accounts” (as defined in the Guarantee and Collateral Agreement) or such other accounts as the Required Lenders reasonably agree, together and Deposit Accounts maintained with evidence reasonably satisfactory to SVB) not later than the Administrative Agent date that is ninety (90) days after 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 AgentClosing Date;
(b) The not later than November 30 2020, the Borrower shall use commercially reasonable efforts to deliver, or cause to be delivered, to HSBC or its applicable Affiliates either (i) each original Existing Letter of Credit for cancellation or (ii) with respect to any such Existing Letter of Credit not delivered to HSBC or such Affiliate on or prior to such date pursuant to clause (i), cash collateral in an amount equal to 105% (110% in the Administrative Agent by no later case of such Existing Letter of Credit in a currency other than Dollars) of the date occurring 60 days after the Closing Date a landlord waiver covering its headquarters locationaggregate then undrawn and unexpired amount of such Existing Letters of Credit;
(c) The as soon as available, but in any event on or before December 15, 2020, a copy of the audited consolidated balance sheet of the Borrower shall cause to be delivered and its consolidated Subsidiaries for the 2019 fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without (i) a “going concern” or like qualification or exception, or (ii) any qualification arising out of the scope of the audit, by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or other independent certified public accountants of nationally recognized standing and reasonably acceptable 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;Required Lenders; and
(d) The Borrower shall (i) cause each Loan Party and each counsel as soon as available, but in any event within 15 Business Days following delivery of the Loan Parties to deliver to the Administrative Agent by no later than the date occurring seven days after the Closing Date2019 fiscal year audit, 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 deliver to the Administrative Agent by no later than the date occurring 15 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 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 Documentsupdated Projections.
Appears in 1 contract
Sources: Credit Agreement (UiPath, Inc.)