Post-Closing Cure Sample Clauses

The Post-Closing Cure clause allows parties to address and remedy certain issues or deficiencies that are discovered after the closing of a transaction. Typically, this clause outlines a specific period during which the seller or another responsible party can correct breaches of representations, warranties, or covenants identified post-closing, such as missing documentation or unresolved compliance matters. Its core practical function is to provide a structured mechanism for resolving post-closing problems, thereby reducing the risk of disputes and ensuring that the transaction meets the agreed-upon standards even after completion.
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Post-Closing Cure. Seller shall have 180 calendar days after the Closing Date in which to attempt, at its sole cost, to cure any Title Defects under Section 4.2(d)(1). If Seller cures any such Title Defect to Buyer’s reasonable satisfaction within such 180-day period, then Buyer shall promptly pay Seller the Title Defect Amount with respect to each Title Defect that is so cured; provided, however, that the aggregate amount of Title Defect Amounts to be paid by Buyer to Seller on account of Seller’s curing of Title Defects after the Closing shall not exceed the Title Defect Adjustment. If Seller does not cure any such Title Defect to Buyer’s reasonable satisfaction within such 180-day period, then Buyer shall have no obligation to pay to Seller the Title Defect Amount with respect to such Title Defect.
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Post-Closing Cure. For a period of one year from and after the Closing Date, Plum Creek, at its option, may require the Company to accept title to any Title Failure Carveout or Title Objection Carveout (subject to the Permitted Exceptions affecting such Title Failure Carveout or Title Objection Carveout) for which Plum Creek or one of its Affiliates has cured or caused to be cured (A) all title defects affecting such Title Failure Carveout or (B) Company Title Objections affecting such Title Objection Carveout. If Plum Creek elects to transfer to the Company title to any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v), then Plum Creek (or its applicable Affiliate) shall convey such Title Failure Carveout or Title Objection Carveout to the Contribution LLC (or the Company as its successor) or to the Sale LLC (or the Company as its successor) (as applicable depending on which such entity would have received contribution of such Timberlands had they not been a Title Failure Carveout or Title Objection Carveout) pursuant to an instrument of conveyance described in Section 1.6(a), subject to the Permitted Exceptions, together with such affidavits as may be reasonably required by the Title Company to insure such Title Failure Carveout or Title Objection Carveout in the same manner as the Timberlands. The Company shall have the right to review any changes in the status of (1) title for such Title Failure Carveout arising between the date of the original Title Commitment delivered to the Company in accordance with Section 2.1(a) herein and the time of requested transfer by Plum Creek, and (2) the environmental condition of such Title Failure Carveout arising between the date of the Phase I Report and the time of requested transfer by Plum Creek, and to approve any such adverse changes (if any) in status of title or environmental conditions for such Title Failure Carveout, which approvals will not be unreasonably withheld or delayed. The Company shall (and shall cause the Contribution LLC and the Sale LLC, as applicable, to) cooperate in any effort that may be necessary for Plum Creek (or its applicable Affiliate) to transfer title to any Title Failure Carveout or Title Objection Carveout or to establish, vest or confirm title to any Title Failure Carveout or Title Objection Carveout in the Contribution LLC, the Sale LLC, or the Company, as applicable, including executing all documents pertaining to the Title Failure Carveout or Title Objection C...
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Post-Closing Cure. (1) If American elects to cure the applicable Title Defect post-Closing, then Enerplus shall, pending such post Closing period, withhold and retain from the Purchase Price payable at Closing an amount equal to the Title Defect Value attributable to the affected Lease and American shall not assign the affected Lease to Enerplus at Closing. (2) If American elects to cure the applicable Title Defect post-Closing, but does not cure the applicable Title Defect to Enerplus’s reasonable satisfaction within the 90 day time period (or such longer period as may be agreed to by the Parties), Enerplus may waive the applicable Title Defect, or if Enerplus does not waive the Title Defect, then, the Purchase Price shall be adjusted for the Title Defect Value of the affected Lease in accordance with the terms of this Agreement. If American cures the applicable Title Defect to Enerplus’s reasonable satisfaction within the 90-day time period (or such longer period as may be agreed to by the Parties), Enerplus shall pay to American the Title Defect Value attributable to the affected Lease and American shall assign such Lease to Enerplus.
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Post-Closing Cure. For a period of one (1) year after the Closing Date, Seller shall have the right to cure any Title Objection by delivering an updated Completed Title Commitment and an endorsement to the Title Policies for the applicable Title Objection Carveout including the deletion of such Title Objection or providing affirmative coverage over said Title Objection (reasonably acceptable to Purchaser). Seller shall be responsible for the costs associated with the title examinations and the issuance of the Completed Title Commitments and the premiums payable in connection with the Title Policy and the endorsements described in this Section 1.7(b)(iv). Upon completion of such cure with respect to any Title Objection Carveout, Purchaser will pay to Seller that portion of the initial Purchase Price (if any) related to the Title Objection Carveout previously withheld by Purchaser as provided in clause (iii) above.
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Post-Closing Cure 
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Related to Post-Closing Cure

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • 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 Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

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

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.