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 local law of FS UK’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. (f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Post-Closing Deliveries. Subject to such extensions as the Agent may grant in its sole discretion (which may be granted via an electronic record):
(a) Within 60 days of within five (5) Business Days after the date hereofClosing Date, Borrower shall deliver to Co-Collateral Agents, Agent original signatures to this Agreement and the Control Agreements required pursuant to Section 6.11.other documents and instruments executed in connection herewith;
(b) Within 60 fifteen (15) days of after the date hereofClosing Date, Borrower shall deliver to Co-Collateral AgentsAgent, 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.Agent in its Permitted Discretion, endorsements issued by Loan Parties’ applicable insurers naming Agent as lender loss payee and additional insured, as applicable, with respect to the insurance certificates delivered pursuant to Section 8.1(s) hereof;
(c) Within 30 ninety (90) days of after the date hereofClosing Date, Borrower shall use commercially reasonable efforts to deliver to Agent a pledge agreement pledging 66% Lien Waiver/Access Agreements with respect to all locations required to be subject to Lien Waiver/Access Agreements under Section 4.2;
(d) within one hundred and twenty (120) days after the Closing Date, deliver to Agent evidence of the total outstanding voting Stock closure of Bronto Skylift OyAb all deposit accounts, securities accounts and investment accounts which are not maintained with PNC and/or any of its applicable Affiliates;
(“Bronto Finland”)e) Within twelve (12) months after the Closing Date, which pledge agreement shall be governed by deliver to Agent (i) evidence of the local law dissolution of Bronto Finland’s home jurisdiction and shall be in a form and substance acceptable Viant UK or (ii) the original certificate, together with any applicable transfer power, of Viant UK constituting Collateral; and
(f) Within thirty (30) days after the Fourth Amendment Effective Date, deliver 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.
Agent in its Permitted Discretion, (di) Within 30 days of the date hereofevidence that adequate insurance, Borrower shall deliver including without limitation, casualty and liability insurance, required 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 maintained under this Amendment is in full force 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 effect with respect to Holdings, (ii) insurance certificates issued by Holdings’ insurance broker containing such pledge agreements information regarding Holdings’ property and liability insurance policies as Agent shall request in form its Permitted Discretion and substance satisfactory to Agent.
naming Agent as an additional insured and lenders loss payee, as applicable, and (eiii) Within 30 days of the date hereofendorsements issued by Holdings’ applicable insurers naming Agent as lender loss payee and additional insured, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Federal Signal UK Holdings Limited (“FS UK”)as applicable, which pledge agreement shall be governed by the local law of FS UK’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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsinsurance certificates required under clause (ii) above.
(g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement and Guaranty (Viant Technology Inc.)
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 local law of FS UK’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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Post-Closing Deliveries. (a) Within 60 days of The Borrower will deliver to the Administrative Agent, not later than the 14th day following the date hereof, Borrower shall deliver to Co-Collateral Agents, the Control Agreements required pursuant to Section 6.11.
(b) Within 60 days each of the date hereoffollowing, 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 the Administrative Agent.:
(ci) Within 30 days of the date hereofOne or more Owner Pledge Agreements, 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 the Administrative Agent, duly executed by each Owner of the Borrower, granting the Administrative Agent a security interest in all of the Capital Stock of the Borrower.
(dii) Within 30 days Original stock certificates (or other applicable evidence of ownership) evidencing all issued and outstanding Capital Stock of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% and each Subsidiary 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 AgentBorrower, together with the original certificates (if such interest is certificated) being so pledged, accompanied by undated stock powers executed in blank and by the applicable Owner.
(iii) With respect to any Owner of the Borrower that is not an individual, a certificate of the secretary or other proper instruments of transfer, in each case if applicable under the laws appropriate officer of such jurisdictionOwner (A) certifying that the execution, delivery and performance of that Owner’s Owner Pledge Agreement have been duly approved by all necessary action of the Governing Board of such Owner, and attaching true and correct copies of the applicable resolutions granting such approval, (B) certifying that attached to such certificate are true and correct copies of the Organizational Documents of such Owner, together with customary opinions with respect such copies, and (C) certifying the names of the officers of such Owner that are authorized to such pledge agreements sign that Owner’s Owner Pledge Agreement.
(iv) An opinion of counsel to each Owner, opining as to the due execution, delivery and enforceability of that Owner’s Owner Pledge Agreement.
(b) The Borrower will deliver to the Administrative Agent, not later than the 60th day following the date hereof, each of the following, each in form and substance satisfactory to the Administrative Agent:
(i) Two copies of an ALTA land survey covering the land referred to in each Mortgage and all related appurtenant easements, prepared by a licensed, registered surveyor and incorporating the legal description of such land, showing the location of all points and lines referred to in the legal description and, with respect to each such parcel which has significant improvements thereon, the location of all existing material improvements, including driveways and parking, as being within the exterior boundaries of such land and the location of all utilities and the location of all easements and encroachments onto or from such land that are visible on such land, known to the surveyor preparing the survey or of record, identifying easements of record by recording data.
(eii) 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 local law of FS UK’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 With respect to each parcel covered by a Mortgage, a letter from the appropriate city or county authority having jurisdiction over such pledge agreements parcel stating that the improvements thereon and the use thereof comply with all applicable ordinances, zoning, planned unit development, subdivision, platting, environmental and land use requirements, without special variance or exception (other than those that have been obtained and remain in form full force and substance satisfactory to Agenteffect).
(fiii) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge A consent and waiver agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed signed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested landlord with respect to the omitted portionsObligor’s leased locations as shown on Schedule 4.15, acknowledging the Administrative Agent’s prior security interest in all personal property located on such leased site and allowing the Administrative Agent and the Lenders to enter upon such leased site to remove such personal property at any time.
(giv) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended Such deposit account control agreements as may be required pursuant to limit the collateral description set forth therein in a manner acceptable to Co-Collateral AgentsSection 5.11.
Appears in 1 contract
Sources: Term Loan Agreement (Rotonics Manufacturing Inc/De)
Post-Closing Deliveries. No later than the date indicated below, deliver to the Collateral Agent and each Representative Agent:
(ai) Within within 30 days after a reasonable request therefor by any Representative Agent (but in any event no earlier than 120 days after the Closing Date), duly executed corrective deeds from the Borrower (or the Borrower shall use commercially reasonable efforts to obtain the same from any third parties) or any other documents with respect to any of the properties listed on Schedule 4.01(r) required to correct the real estate records in the respective counties in which such properties are located, in form and substance satisfactory to the Representative Agents;
(ii) within 60 days of after a reasonable request therefor by any Representative Agent (but in any event no earlier than 120 days after the date hereofClosing Date), 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 American Land Title Association Lender's Extended Coverage title insurance policies (or marked commitments in form and substance, with endorsements and in amount acceptable to issue the same) for the Real Property Collateral Representative Agents, issued by a title insurance company satisfactory insurers acceptable to Agent (each a “Mortgage Policy” andthe Representative Agents, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that insuring the Mortgages with respect to the properties listed on such Real Property Collateral are Schedule 4.01(r), other than the Material Properties and the Relevant Properties, to be valid and enforceable first priority mortgage subsisting Liens on such Real Property Collateral the property described therein, free and clear of all defects (including mechanics' and encumbrances except materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) as the Representative Agents may deem necessary or desirable;
(iii) within 120 days after a reasonable request therefor by any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the properties listed on Schedule 4.01(r), other than the Material Properties, the Relevant Properties and the Springdale Plant, dated a recent date acceptable to the Representative Agents, certified to the Collateral Agent in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the State in which the property described in such surveys is located and acceptable to the Representative Agents;
(iv) within 120 days after the Closing Date, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the Material Properties, the Relevant Properties and the Springdale Plant, dated within said 120 day period, certified to the Collateral Agent and the issuer of the Mortgage Policies for such properties by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located, together with any updates required to be made to such Mortgage Policies in order to read the aforementioned surveys into such Mortgage Policies with no further defects or encumbrances which are not Permitted Liens (unless otherwise shall consented to by the Required Lenders);
(v) as soon as reasonably available after the end of each fiscal quarter, a report supplementing Schedule 4.01(r), including an identification of all owned real property acquired by any Loan Party during such fiscal quarter (the "Acquired Real Property") including a list and description (including the street address, county or other relevant jurisdiction, state, record owner and book value thereof) and a description of such other changes in the information included in such Schedule as may be necessary for such Schedule to be accurate and complete;
(vi) within 30 days of a request therefor by any Representative Agent (but in any event no earlier than 120 days after the Closing Date), fully executed counterparts of mortgages with respect to Acquired Real Property substantially in the form of Exhibit ▇-▇, ▇-▇, ▇-▇ and E-2, as applicable (in each case with such changes as may be required to account for local law matters and otherwise in form and substance satisfactory to Agent.the Representative Agents), and sufficient for recording in all filing offices that any Representative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the Acquired Real Property in favor of the Collateral Agent for the benefit of the Collateral Agent and the Secured Parties, and evidence that all filing and recording taxes and fees have been paid;
(cvii) Within 30 within 120 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 request therefor by the local law of Bronto Finland’s home jurisdiction and shall be in a form and substance acceptable to any Representative 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 Mortgage Policies in form and substance satisfactory to Agent.
(d) Within 30 days of the date hereofsubstance, 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 with endorsements and shall be in a form and substance amount acceptable to Agentthe Representative Agents, together with the original certificates (if such interest is certificated) being so pledgedissued, accompanied coinsured and reinsured 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 local law of FS UK’s home jurisdiction and shall be in a form and substance title insurers acceptable to Agentthe Representative Agents, together with insuring 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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested Acquired Real Property with respect to the omitted portions.properties listed therein to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as any Representative Agent may deem necessary or desirable; and
(gviii) Within 60 within 120 days of request therefor by any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the Acquired Real Property, dated a recent date hereofacceptable to the Representative Agents, Borrower shall deliver evidence that certified to the UCC financing statement filed against Collateral Agent and the Borrower in favor issuer of Motorola with the Secretary of State of Illinois has been amended Mortgage Policies relating to limit the collateral description set forth therein Mortgages for the Acquired Real Property in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to Co-Collateral the Representative Agents, together with any updates required to be made to such Mortgage Policies in order to read the aforementioned surveys into such Mortgage Policies.
Appears in 1 contract
Sources: Common Terms Agreement (Allegheny Energy Supply Co LLC)
Post-Closing Deliveries. (a) Within 60 days Promptly, but in any event, not later than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the date hereofGuarantors hereunder and g▇▇▇▇ ▇ ▇▇▇▇ and security interest in its property (to the extent such property would be included in the definition of Collateral), Borrower shall deliver together with amended and restated and schedules to Co-Collateral Agentsthis Agreement, the Control Agreements required (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than L▇▇▇ ▇▇▇▇▇▇▇▇ or any Person owned by L▇▇▇ ▇▇▇▇▇▇▇▇) owning Equity Interests of DDH, pursuant to Section 6.11which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.
(b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21.
(c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts.
(d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c).
(e) Within 60 fourteen days of after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on 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 Agent and the date hereofRequired Lenders, Borrower shall deliver pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent a pledge agreement pledging 66% of and 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 Required Lenders in a form and substance acceptable to Agent, together with the original certificates (their reasonable discretion; provided however that if such interest ABL Amendment is certificated) being so pledgednot executed and delivered on or prior to the due date set forth above, accompanied it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day after the Closing Date (or such later date agreed to by undated stock powers executed Agent and the Required Lenders 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”their reasonable discretion), 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 local law of FS UK’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.
(f) Within 30 ten (10) days of the date hereofClosing Date, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) Within 60 days of the date hereof, Borrower Borrowers shall deliver evidence that the UCC financing statement filed against the Borrower their insurance policies are in favor of Motorola compliance with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner Section 4.11 hereof (or otherwise acceptable to Co-Collateral AgentsAgent and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements required to be delivered pursuant to Section 4.11 hereof.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Direct Digital Holdings, Inc.)
Post-Closing Deliveries. (a) Within 60 days of Deliver to the date hereof, Borrower shall deliver to Co-Collateral Agents, Agent within the Control Agreements required pursuant to Section 6.11.
(b) Within 60 days of time periods ----------------------- indicated 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 following documents in form and substance satisfactory to the Agent and the Lenders:
(a) within ninety (90) days of the Closing Date, the following Material Real Property Support Documents relating to each Mortgaged Property set forth on Schedule 5.4 hereto (other than the Comfort Sleep ------------ property) to the extent not delivered at the Closing Date:
(i) commitments for Title Policies with such endorsements as may be requested by the Agent;
(ii) copies of title exceptions with respect to the Mortgaged Property, acceptable in form and substance to the Agent;
(iii) Phase I environmental reports with respect to the Mortgaged Property, acceptable in form, scope, detail, analysis, and results to the Agent;
(iv) current surveys of the Mortgaged Property and surveyor's affidavits;
(v) appraisals of the Mortgaged Property and all machinery and equipment constituting Collateral;
(vi) Borrower's affidavit for the Mortgaged Property;
(b) Within thirty (30) days of the Closing Date, the following to the extent not delivered at the Closing Date:
(i) stock certificates and stock registry forms, as required by and acceptable in detail to the Agent, including any schedules affected thereby;
(ii) Account Control Agreements together with attached copies of account statements and customer-commodities intermediary account agreements;
(iii) third party consent of CIPCO S.C., Inc. and Prospin Industries, Inc. to assignment of any rights under their respective License Agreements with the Borrower; and
(iv) third party consent of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co., Inc. to assignment of any rights under its License Agreement with the Borrower, subject to the Borrower's exercise of its best efforts.
(c) Within 30 five (5) business days of the date hereofClosing Date, Borrower shall deliver the following to Agent a pledge agreement pledging 66% the extent not delivered at Closing Date:
(i) all original schedules to this Agreement and any other Loan Document, revised and completed; and
(ii) executed originals of the total outstanding voting Stock Compliance Certificate, Initial Borrowing Notice, Interest Rate Selection Notice, Certificate of Bronto Skylift OyAb (“Bronto Finland”), which pledge agreement shall be governed by the local law of Bronto Finland’s home jurisdiction Borrowing Base and shall be in a form and substance acceptable to Agent, together with the original any other 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 required under the laws of such jurisdiction, together with customary opinions with respect to such pledge agreements in form and substance satisfactory to Agentthis Agreement.
(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 local law of FS UK’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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Sources: Credit Agreement (Cone Mills Corp)
Post-Closing Deliveries. On or before each of the dates specified in this Section 11 (unless a longer period is agreed to in writing by Agent), Borrower hereby covenants and agrees to satisfy each of the items specified in the subparts below:
(a) Within 60 days prior to or contemporaneously with the consummation of the date Roll-up Merger, as defined in Section 9(a)(iv) hereof, Borrower shall enter into a further amendment to the Credit Agreement, to be prepared by and in form and substance satisfactory to Agent, that provides for, among other things, amendments to the schedules to the Credit Agreement to incorporate information relating to the assets acquired pursuant to the ▇▇▇▇▇▇ Transactions and such other matters as shall be mutually agreed among Borrower, Agent and the Lenders;
(b) prior to or contemporaneously with the consummation of the Roll-up Merger, Borrower shall consent to an amendment to the Intercreditor Agreement, to be prepared by and in form and substance satisfactory to Agent, that, in the reasonable judgment of Agent, adequately and appropriately accounts for the additional Senior Notes to be issued by Borrower in the Exchange Debt Offering, which amendment shall also be signed by the Indenture Agent;
(c) within twenty (20) days after the Roll-up Merger (and, in any event, prior to or contemporaneously with (i) the grant of any security interest in the assets of ▇▇▇▇▇▇ to the Senior Noteholders, or (ii) the guaranty by ▇▇▇▇▇▇ or any of its subsidiaries of the additional Senior Notes issued by Borrower in the Exchange Debt Offering), Borrower shall cause ▇▇▇▇▇▇ and, as appropriate, each Domestic Subsidiary of ▇▇▇▇▇▇, to execute and deliver to Co-Collateral Agents, all of the Control Agreements documentation required pursuant to Section 6.11.5.20 of the Credit Agreement; and
(bd) Within 60 within forty-five (45) days after the Roll-up Merger, Agent shall have received the results of a collateral field audit of ▇▇▇▇▇▇ and its subsidiaries and, if required by Agent, an appraisal of the date hereofInventory of ▇▇▇▇▇▇ and its subsidiaries, Borrower shall deliver each 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 local law of FS UK’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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Sources: Second Amendment Agreement (Kratos Defense & Security Solutions, Inc.)
Post-Closing Deliveries. (a) Within 60 days of The Borrower will deliver to the Administrative Agent, not later than the 14th day following the date hereof, Borrower shall deliver to Co-Collateral Agents, the Control Agreements required pursuant to Section 6.11.
(b) Within 60 days each of the date hereoffollowing, 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 the Administrative Agent.:
(ci) Within 30 days of the date hereofOne or more Owner Pledge Agreements, 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 the Administrative Agent, duly executed by each Owner of the Borrower, granting the Administrative Agent a security interest in all of the Capital Stock of the Borrower.
(dii) Within 30 days Original stock certificates (or other applicable evidence of ownership) evidencing all issued and outstanding Capital Stock of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% and each Subsidiary 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 AgentBorrower, together with the original certificates (if such interest is certificated) being so pledged, accompanied by undated stock powers executed in blank and by the applicable Owner.
(iii) With respect to any Owner of the Borrower that is not an individual, a certificate of the secretary or other proper instruments of transfer, in each case if applicable under the laws appropriate officer of such jurisdictionOwner (A) certifying that the execution, delivery and performance of that Owner’s Owner Pledge Agreement have been duly approved by all necessary action of the Governing Board of such Owner, and attaching true and correct copies of the applicable resolutions granting such approval, (B) certifying that attached to such certificate are true and correct copies of the Organizational Documents of such Owner, together with customary opinions with respect such copies, and (C) certifying the names of the officers of such Owner that are authorized to such pledge agreements sign that Owner’s Owner Pledge Agreement.
(iv) An opinion of counsel to each Owner, opining as to the due execution, delivery and enforceability of that Owner’s Owner Pledge Agreement.
(b) The Borrower will deliver to the Administrative Agent, not later than the 60th day following the date hereof, each of the following, each in form and substance satisfactory to the Administrative Agent:
(i) Two copies of an ALTA land survey covering the land referred to in each Mortgage and all related appurtenant easements, prepared by a licensed, registered surveyor and incorporating the legal description of such land, showing the location of all points and lines referred to in the legal description and, with respect to each such parcel which has significant improvements thereon, the location of all existing material improvements, including driveways and parking, as being within the exterior boundaries of such land and the location of all utilities and the location of all easements and encroachments onto or from such land that are visible on such land, known to the surveyor preparing the survey or of record, identifying easements of record by recording data.
(eii) 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 local law of FS UK’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 With respect to each parcel covered by a Mortgage, a letter from the appropriate city or county authority having jurisdiction over such pledge agreements parcel stating that the improvements thereon and the use thereof comply with all applicable ordinances, zoning, planned unit development, subdivision, platting, environmental and land use requirements, without special variance or exception (other than those that have been obtained and remain in form full force and substance satisfactory to Agenteffect).
(fiii) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge A consent and waiver agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed signed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested landlord with respect to the omitted portionsObligor’s leased locations as shown on Schedule 4.15, acknowledging the Administrative Agent’s prior security interest in all personal property located on such leased site and allowing the Administrative Agent and the Lenders to enter upon such leased site to remove such personal property at any time.
(giv) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended Such deposit account control agreements as may be required pursuant to limit the collateral description set forth therein in a manner acceptable to Co-Collateral AgentsSection 5.12.
Appears in 1 contract
Post-Closing Deliveries. (a) Within 60 days of Deliver to the date hereof, Borrower shall deliver to Co-Collateral Agents, Agent within the Control Agreements required pursuant to Section 6.11.
(b) Within 60 days of time periods indicated 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 following documents in form and substance satisfactory to the Agent and the Lenders:
(a) within ninety (90) days of the Closing Date, the following Material Real Property Support Documents relating to each Mortgaged Property set forth on Schedule 5.4 hereto (other than the Comfort Sleep property) to the extent not delivered at the Closing Date:
(i) commitments for Title Policies with such endorsements as may be requested by the Agent;
(ii) copies of title exceptions with respect to the Mortgaged Property, acceptable in form and substance to the Agent;
(iii) Phase I environmental reports with respect to the Mortgaged Property, acceptable in form, scope, detail, analysis, and results to the Agent;
(iv) current surveys of the Mortgaged Property and surveyor's affidavits;
(v) appraisals of the Mortgaged Property and all machinery and equipment constituting Collateral;
(vi) Borrower's affidavit for the Mortgaged Property;
(b) Within thirty (30) days of the Closing Date, the following to the extent not delivered at the Closing Date:
(i) stock certificates and stock registry forms, as required by and acceptable in detail to the Agent, including any schedules affected thereby;
(ii) Account Control Agreements together with attached copies of account statements and customer-commodities intermediary account agreements;
(iii) third party consent of CIPCO S.C., Inc. and Prospin Industries, Inc. to assignment of any rights under their respective License Agreements with the Borrower; and
(iv) third party consent of Cluett, Peabody & Co., Inc. to assignment of any ▇▇▇▇▇s ▇▇▇▇▇ ▇ts License Agreement with the Borrower, subject to the Borrower's exercise of its best efforts.
(c) Within 30 five (5) business days of the date hereofClosing Date, Borrower shall deliver the following to Agent a pledge agreement pledging 66% the extent not delivered at Closing Date:
(i) all original schedules to this Agreement and any other Loan Document, revised and completed; and
(ii) executed originals of the total outstanding voting Stock Compliance Certificate, Initial Borrowing Notice, Interest Rate Selection Notice, Certificate of Bronto Skylift OyAb (“Bronto Finland”), which pledge agreement shall be governed by the local law of Bronto Finland’s home jurisdiction Borrowing Base and shall be in a form and substance acceptable to Agent, together with the original any other 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 required under the laws of such jurisdiction, together with customary opinions with respect to such pledge agreements in form and substance satisfactory to Agentthis Agreement.
(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 local law of FS UK’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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Sources: Credit Agreement (Cone Mills Corp)
Post-Closing Deliveries. 100
(a) Within 60 days of within five (5) Business Days after the date hereofClosing Date, Borrower shall deliver to Co-Collateral Agents, Agent original signatures to this Agreement and the Control Agreements required pursuant to Section 6.11.other documents and instruments executed in connection herewith;
(b) Within 60 fifteen (15) days of after the date hereofClosing Date, Borrower shall deliver to Co-Collateral AgentsAgent, 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.Agent in its Permitted Discretion, endorsements issued by Loan Parties’ applicable insurers naming Agent as lender loss payee and additional insured, as applicable, with respect to the insurance certificates delivered pursuant to Section 8.1(s) hereof;
(c) Within 30 ninety (90) days of after the date hereofClosing Date, Borrower shall use commercially reasonable efforts to deliver to Agent a pledge agreement pledging 66% Lien Waiver/Access Agreements with respect to all locations required to be subject to Lien Waiver/Access Agreements under Section 4.2;
(d) within one hundred and twenty (120) days after the Closing Date, deliver to Agent evidence of the total outstanding voting Stock closure of Bronto Skylift OyAb all deposit accounts, securities accounts and investment accounts which are not maintained with PNC and/or any of its applicable Affiliates;
(“Bronto Finland”)e) Within twelve (12) months after the Closing Date, which pledge agreement shall be governed by deliver to Agent (i) evidence of the local law dissolution of Bronto Finland’s home jurisdiction and shall be in a form and substance acceptable Viant UK or (ii) the original certificate, together with any applicable transfer power, of Viant UK constituting Collateral; and
(f) Within thirty (30) days after the Fourth Amendment Effective Date, deliver 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.
Agent in its Permitted Discretion, (di) Within 30 days of the date hereofevidence that adequate insurance, Borrower shall deliver including without limitation, casualty and liability insurance, required 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 maintained under this Amendment is in full force 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 effect with respect to Holdings, (ii) insurance certificates issued by Holdings’ insurance broker containing such pledge agreements information regarding Holdings’ property and liability insurance policies as Agent shall request in form its Permitted Discretion and substance satisfactory to Agent.
naming Agent as an additional insured and lenders loss payee, as applicable, and (eiii) Within 30 days of the date hereofendorsements issued by Holdings’ applicable insurers naming Agent as lender loss payee and additional insured, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Federal Signal UK Holdings Limited (“FS UK”)as applicable, which pledge agreement shall be governed by the local law of FS UK’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.
(f) Within 30 days of the date hereof, Borrower shall deliver to Agent a pledge agreement pledging 66% of the total outstanding voting Stock of Sirit, Inc. (“Sirit Canada”), which pledge agreement shall be governed by the local law of Sirit Canada’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. *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsinsurance certificates required under clause (ii) above.
(g) Within 60 days of the date hereof, Borrower shall deliver evidence that the UCC financing statement filed against the Borrower in favor of Motorola with the Secretary of State of Illinois has been amended to limit the collateral description set forth therein in a manner acceptable to Co-Collateral Agents.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement and Guaranty (Viant Technology Inc.)