Post-Closing Deliverables Sample Clauses
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Post-Closing Deliverables. (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX.
(b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Se...
Post-Closing Deliverables. The Borrower shall:
(i) deliver or cause to be delivered to the Agent:
(A) promptly and within 10 days of the date of this Agreement, any Obligor incorporated in the British Virgin Islands shall: (a) enter details of any Lien created by a Loan Document and/or enter details of any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Document pursuant to and in accordance with sections 163 and 164 of the BVI Business Companies Act, 2004 (as amended) (as applicable); and (b) update its private register of charges with the details of any Lien created by a Loan Document and/or any variation (including for the avoidance of doubt, any assignment, amendment, restatement, supplement and/or modification) of any Lien created by a Loan Agreement pursuant to and in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended);
(B) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable recording offices in the Province of Manitoba to evidence the registration of: (a) Assignments for Collateral Purposes in the Manitoba Crown Lands Agency charging certain of Hudbay's miscellaneous leases and general permits of Crown lands, (b) transfers of the mortgages, personal property security notices and assignment of caveat in the applicable Manitoba Land Titles Offices resulting in Status of Title evidencing the transfer or assignment of such Security in the Owned Real Properties to the Agent; (c) notice of change of registrant in the Mines Branch of Manitoba recording the change of the filings in the Mines Branch in Manitoba in the name Agent; and promptly (and in any event within five Banking Days) following the foregoing registrations being completed, a legal opinion of Manitoba counsel to the Borrower, addressed to the Agent and the Lenders, in form and substance satisfactory to the Lenders, acting reasonable and pertaining to the registration of the transfer or assignment of the Security to the Agent in all applicable recording offices in the Province of Manitoba; and
(C) promptly (and in any event within five Banking Days) following the date of this Agreement Hudbay shall forthwith cause the necessary filings to be made in the applicable offices in the Province of Saskatchewan to evidence the registration or filing (as applicable) of: (a) Assignmen...
Post-Closing Deliverables. On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:
Post-Closing Deliverables. Notwithstanding the conditions precedent set forth in Section 4.01, the Loan Parties have informed the Administrative Agent and the Lenders that certain items required to be delivered as conditions precedent to the effectiveness of this Agreement will not be delivered as of the Closing Date. As an accommodation to the Loan Parties, the Administrative Agent and the Lenders have agreed to make the Loans available under this Agreement notwithstanding that such conditions have not been satisfied. In consideration of such accommodation, each applicable Loan Party hereby agrees to take each of the actions described on Schedule 5.18 attached hereto, in each case, in the manner and by the dates set forth thereon, or such later dates as may be agreed to by Administrative Agent.
Post-Closing Deliverables. (a) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in form and substance reasonably satisfactory to the Administrative Agent: (i) a fully executed Landlord Consent and Waiver for that certain real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) a fully executed Landlord Consent and Waiver for the Borrower’s chief executive office.
(b) Not later than ninety (90) days after the Closing Date or such later date as may be approved by the Administrative Agent, use commercially reasonable efforts to deliver, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such efforts shall not require the payment of any financial concession by the Borrower to the counterparty thereto): (i) a fully executed amendment to that certain License Agreement dated as of December 30, 2003 by and between the Borrower and The Dow Chemical Company, a Delaware corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent), (ii) a fully executed amendment to that certain License Agreement dated as of February 23, 2007 by and between the Borrower and Dow Global Technologies Incorporated, a Michigan corporation, as amended or otherwise modified (and amendments to any other documentation entered into in connection therewith by the Borrower required by the Administrative Agent) and (iii) certified copies of each of the foregoing License Agreements and all documentation entered into by the Borrower in connection therewith.
(c) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, take the actions with respect to the IP Rights of the Borrower described in the Closing Date Side Letter.
(d) Not later than sixty (60) days after the Closing Date or such later date as may be approved by the Administrative Agent, deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, copies of insurance endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance).
Post-Closing Deliverables. Within one (1) business day after the Closing Date, Seller shall deliver to Buyer the following:
(a) All keys to all buildings and other improvements located on the Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
(b) The original Leases, Service Contracts, Permits, Plans and Warranties; and
(c) All records and files relating to the management or operation of the Property, including, without limitation, all insurance policies, all Assigned Contracts, all Tenant files (including correspondence), property tax bills, and all calculations used to prepare statements of rental increases under the Leases and statements of common area charges, insurance, property taxes and other charges which are paid by Tenants of the Property.
Post-Closing Deliverables. Deliver each item set forth on Schedule 6.18 to the Administrative Agent on or before the date set forth in such Schedule opposite such item.
Post-Closing Deliverables. Borrower shall satisfy the requirements and/or provide to the Agent each of the documents, instruments, agreements and information set forth on Exhibit I hereto, on or before the date specified for such requirement on such Exhibit or such later date to be determined by the Required Lenders in their reasonable discretion, each of which shall be completed or provided in form and substance reasonably satisfactory to the Agent and the Required Lenders.
Post-Closing Deliverables. Satisfy all the requirements set forth on Schedule 6.17 within the time period specified therein, or such longer time period as acceptable to Administrative Agent.
Post-Closing Deliverables. On or within five (5) business days following the Closing Date, Seller shall send, via Federal Express or other reliable overnight and trackable delivery service, to Purchaser, the executed and notarized original of the Assignment along with all files and original documents owned or controlled by Seller or its agents or attorneys regarding the Patents including, without limitation, (a) all Letters Patents, if available, (b) assignments for the Patents, (c) documents and materials evidencing dates of invention, (d) prosecution history files for all issued, pending and abandoned Patents, (e) its own files regarding the issued Patents, and (f) a current electronic copy of a docketing report for the Patents accurately setting forth to the best of Seller’s knowledge any and all dates relevant to the prosecution or maintenance of the Patents, including, without limitation, information relating to deadlines, payments and filings for the Patents, and the names, business addresses, email addresses, and phone numbers of all prosecution counsel and agents (“Docket”).