Post-Closing Covenant Clause Samples
A Post-Closing Covenant is a contractual provision that requires one or both parties to perform certain obligations after the closing of a transaction. These obligations may include actions such as delivering additional documents, making final payments, or maintaining confidentiality regarding transaction details. By specifying duties that extend beyond the closing date, this clause ensures that essential commitments are fulfilled, thereby protecting the interests of the parties and addressing issues that may arise after the transaction is completed.
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Post-Closing Covenant. The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.
Post-Closing Covenant. The Company shall apply for and take all other actions necessary to cause the listing of the Purchased Shares for quotation and trading on the OTC Markets promptly following the Closing unless such Purchased Shares have been so listed on or prior to the Closing Date.
Post-Closing Covenant. Holdings agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.
Post-Closing Covenant. The Loan Parties shall comply with their obligations described in Schedule 5.15, in each case, within the applicable periods of time specified in such Schedule with respect to the relevant item (or such longer periods as the Administrative Agent may agree in its reasonable discretion).
Post-Closing Covenant. Take the actions required by Schedule 5.15 in each case within the time periods specified therein (or, in each case, such longer period to which the Administrative Agent may reasonably agree).
Post-Closing Covenant. The Credit Parties shall execute and deliver the documents and complete the tasks set forth on Schedule 5.17, in each case within the time limits specified on such schedule (or such later period of time as agreed to by the Administrative Agent in its sole reasonable discretion).
Post-Closing Covenant. (a) Within thirty (30) days of the Closing Date (or such later date that the Collateral Agent may agree in writing in its sole discretion), the Credit Parties shall have used commercially reasonable efforts to cause the landlord with respect to the Borrower’s chief executive office, located at 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, to execute a landlord waiver and collateral access agreement, in form and substance reasonably satisfactory to the Collateral Agent.
(b) To the extent required, pursuant to Section 9.13(a) hereof, promptly following the Closing Date, and not later than within ninety (90) days of the Closing Date (or such later date that the Collateral Agent may agree in writing in its sole discretion), the Credit Parties shall have established and delivered to the Collateral Agent a Control Agreement with respect to each of their respective securities accounts, deposit accounts and investment property set forth on Schedule 9.13 (other than Excluded Accounts).
(c) Notwithstanding anything contained in Article VI herein to the contrary, within thirty (30) days of the Closing Date (or such later date that the Administrative Agent may agree in writing), the Credit Parties shall have delivered to the Administrative Agent loss payable endorsements issued by the Credit Parties’ insurer naming the Administrative Agent as lenders’ loss payee and mortgagee, as applicable.
(d) Within seven (7) days of the Closing Date, the Sponsor shall, directly or indirectly, invest in the Transactions (including by way of payment of expenses related thereto) such that the aggregate amount of cash applied to the Transactions (including by way of payment of expenses related thereto) or contributed to the Borrower as common equity (taking into account the cash contributed pursuant to Section 6.08) shall be no less than $85,000,000. Without limiting the foregoing, Borrower shall pay all amounts invoiced by K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, as counsel to Fortress, within 7 days of the Closing Date.
(e) Within five (5) Business Days after the Closing Date, the Administrative Agent shall have received in form and substance reasonably satisfactory to it, insurance certificates issued by the Credit Parties’ insurance broker containing such information regarding the Credit Parties’ casualty and liability insurance policies as the Administrative Agent shall request and naming such Agent as an additional insured, lenders loss payee and/or mortgagee, as applicable.
(f) Within five (5) Bus...
Post-Closing Covenant. (a) Within 90 days of the Issue Date (or such later date as the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property, each of the following, in form and substance reasonably satisfactory to the Notes Collateral Agent:
(i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties;
(ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company);
(iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and
(iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Agent.
(b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where c...
Post-Closing Covenant. The Borrower shall, and shall cause each Restricted Subsidiary of the Borrower to, comply with the terms and conditions set forth on Schedule 9.17.
Post-Closing Covenant. Each Loan Party, as applicable, shall execute and deliver and complete the tasks set forth on Schedule 5.17 attached hereto, in each case within the time limit specified on such Schedule (or such later times as the Administrative Agent may agree to in its sole discretion).