Post-Closing Deliveries Clause Samples

Post-Closing Deliveries. The Borrower hereby agrees to deliver to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, the items described on Schedule 7.14 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by the Administrative Agent in its sole discretion. All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 7.14, rather than as elsewhere provided in the Loan Documents), provided that (x) to the extent any representation and warranty would not be true 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 at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 7.14 (and Schedule 7.14) and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 7.14 (and Schedule 7.14) have been taken (or were required to be taken).

Post-Closing Deliveries. Borrowers shall satisfy the requirements set forth on Schedule 6.11 on or before the applicable date therefor (or such later date as Agent may agree).

Post-Closing Deliveries. (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

Post-Closing Deliveries. Immediately after the Closing, Seller shall deliver to the offices of Buyer’s property manager: the original Lease; copies or originals of all contracts, receipts for deposits, and unpaid bills; all keys, if any, used in the operation of the Property; and, if in Seller’s possession or control, any “as-built” plans and specifications of the Improvements.

Post-Closing Deliveries. (a) As a material inducement to Lender making the Loan, Borrower agrees that it shall deliver Appraisals, Title Insurance Policies and Surveys, in each case acceptable to Lender, for each of the Properties on or before April 30, 2016 and shall use commercially reasonable efforts to satisfy all other Post-Closing Items to Lender’s reasonable satisfaction by April 30, 2016; provided, however, that in any event Borrower shall satisfy all such Post-Closing Items to Lender’s reasonable satisfaction by May 15, 2016, or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of the applicable Post-Closing Items). Post-Closing Items with respect to any Substitution Property shall be delivered no later than the date that is 45 days following the selection of the Substitution Property, or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of the applicable Post-Closing Items). For the avoidance of doubt, notwithstanding the foregoing, the making of any Delayed Advance shall be conditioned on Lender’s receipt of reasonably acceptable Title Insurance Policies for each of the Properties and the payment of all title costs (to the extent any amounts reserved by the title company, if any, are insufficient for paying the premiums for the Title Insurance Policies and other title costs and fees) and Lender’s reasonable out-of-pocket costs (including attorney’s fees) incurred in connection with the origination of the Loan and/or the making of a Delayed Advance, as the case may be. (b) In the event that information received by Lender in connection with the Exception Report, delivery of any Supplemental Exception Report or the satisfaction of any Post-Closing Item (whether with respect to a Property or a Substitution Property) shall result in the determination by Lender in its sole but reasonable discretion that (i) any material representation in this Agreement with respect to any Property or Substitution Property is untrue (notwithstanding the inclusion of any fact or state of affairs on the Exception Report), provided that, solely for the purposes of this clause (i), any reference to the term “Material Adverse Effect” in any representation in this Agreement shall be deemed to be replaced with “Property Material Adverse Effect”, (ii) any ...

Post-Closing Deliveries. (a) Within 60 days of the date hereof, Borrower shall deliver to Co-Collateral Agents, the Control Agreements required pursuant to Section 6.11. (b) Within 60 days of the date hereof, Borrower shall deliver to Co-Collateral Agents, the Mortgages and mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent. (c) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Bronto Skylift OyAb (“Bronto Finland”), which pledge agreement shall be governed by the local law of Bronto Finland’s home jurisdiction and shall be in a form and substance acceptable to Agent, together with the original certificates (if such interest is certificated) being so pledged, accompanied by undated stock powers executed in blank and other proper instruments of transfer, in each case if applicable under the laws of such jurisdiction, together with customary opinions with respect to such pledge agreements in form and substance satisfactory to Agent. (d) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Federal Signal of Europe B.V. (“FS Netherland”), which pledge agreement shall be governed by the local law of FS Netherland’s home jurisdiction and shall be in a form and substance acceptable to Agent, together with the original certificates (if such interest is certificated) being so pledged, accompanied by undated stock powers executed in blank and other proper instruments of transfer, in each case if applicable under the laws of such jurisdiction, together with customary opinions with respect to such pledge agreements in form and substance satisfactory to Agent. (e) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Federal Signal UK Holdings Limited (“FS UK”), which pledge agreement shall be governed by the ...

Post-Closing Deliveries. Fail to satisfy any of the requirements set forth on Schedule 7.25 within the time period specified therein.

Post-Closing Deliveries. After the Closing, each party to this Agreement shall, at the request of the other and without further consideration, furnish, execute and deliver such documents, instruments, certificates, notices of other further assurances as the requesting party shall reasonably request as necessary or desirable to effect complete consummation of this Agreement and the transaction contemplated hereby.

Post-Closing Deliveries. Company shall cause (i) any actions set forth on Schedule 6.13 annexed hereto to be taken and (ii) each document, certificate or other item set forth on such Schedule 6.13 to be delivered, in each case within the time period specified on such Schedule 6.13 (as such time may be extended by Administrative Agent in its sole discretion) and in form and substance reasonably satisfactory to Administrative Agent.