Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 5 contracts
Sources: Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of sixty (60) days following the Closing Restatement Date (or such later date as agreed the Requisite Lenders shall approve; provided, that such date shall automatically be extended if the Credit Parties have been working in good faith to by complete the Agent requirements in its sole discretionthis Section 5.14(a) during the initial sixty-day period after the Restatement Date), the Borrowers Credit Parties shall have used commercially reasonable efforts to execute and deliver all documentation reasonably requested by the Requisite Lenders to replace the Administrative Agent evidenceand the Collateral Agent with Fortress Credit Corp. (or an Affiliate thereof), including, without limitation, (i) all necessary amendments and bring-down schedules to the Collateral Documents and (ii) reasonable amendments to the operating agreements of the Credit Parties that are limited liability companies, in each case, in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeRequisite Lenders.
(b) Within 15 thirty (30) days of following the Closing Restatement Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall have used commercially reasonable efforts to deliver satisfactory evidence to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to Requisite Lenders that certain Intercompany Subordination Agreement, dated all tax Liens against the Credit Parties as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentRestatement Date have been released in full.
(c) Within 30 forty-five (45) days of the Closing Date (or such later date as agreed to the Requisite Lenders shall approve) following receipt by the Borrower of a written statement signed by the Collateral Agent (or other responsible Person) that provides in its sole discretion)respect of each of share certificate number 1 (in respect of 100 ordinary shares) and share certificate number 2 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd and share certificate number 9 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer forms, (i) that such certificate or other document has been lost or destroyed and has not been pledged, sold, or otherwise disposed of, (ii) if such certificate or other document has been lost, that proper searches have been made, and (iii) if such certificate or other document is found or received by the Borrowers Collateral Agent, that the Collateral Agent agrees to promptly return such certificate to the Borrower, (A) PLBY Australia Pty Ltd shall deliver to the Collateral Agent insurance endorsements satisfying the requirements set forth a wet-ink signed share certificate number 3 (in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment respect of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement100 ordinary shares) and a wet-ink signed share certificate number 4 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd together with a certified copy of an up-to-date register of members for PLBY Australia Pty Ltd and the Patent Assignment Agreement corresponding executed blank stock transfer form, and (as defined in the Purchase AgreementB) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent Honey Birdette (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdictionAust.) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Pty Ltd shall use commercially reasonable efforts to deliver to the Agent Collateral Agent, a Lien Waiver wet-ink signed share certificate number 10 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (which may be jointly in favor Aust.) Pty Ltd together with a certified copy of the Agent an up-to-date register of members for Honey Birdette (Aust.) Pty Ltd and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datecorresponding executed blank stock transfer form.
Appears in 5 contracts
Sources: Amendment No. 4 to Amended and Restated Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days 8.15.1 Pursuant to that certain Phase I environmental audit report of the Premises performed by ENVIRON UK Limited and dated October 20, 2005, Tenant shall complete the Post Closing Date (or such later Obligations within the time periods specified in Part 8 of the Schedule.
8.15.2 On the date as agreed to by hereof, Pipe Acquisition Limited executed the Agent Guarantee in its sole discretion)favour of Landlord. In consideration for the consummation for this Lease, the Borrowers Landlord and the Tenant have agreed that within forty (45) days after the date of this Lease, Tenant shall use reasonable endeavours (and, if permitted by law) to cause ▇▇▇▇▇▇ International Metals PTE Limited to execute a Guarantee in favour of Landlord in the form annexed hereto as Part 10 of the Schedule. If Tenant shall fail to deliver such Guarantee for any reason whatsoever prior to the end of such forty-five (45) day period, then the Tenant shall deliver to Agent evidencethe Landlord a security deposit (the Security Deposit) in the amount of £599,325 at which time the Tenant shall have an additional period of forty-five (45) days to use reasonable endeavours (and, if permitted by law) to deliver the aforementioned Guarantee from ▇▇▇▇▇▇ International Metals PTE Limited and if the Tenant shall again fail to deliver such Guarantee for any reason whatsoever prior to the end of such additional forty five (45) day period, the Security Deposit shall be increased so that the total amount of the Security Deposit shall be equal to £1,198,650. For the avoidance of doubt, the Tenant shall be entitled to provide such Guarantee at any time after such additional forty-five (45) day period and on the provision of such Guarantee the Security Deposit shall be released in accordance with clause 8.15.5.
8.15.3 The Security Deposit shall be in the form of an irrevocable letter of credit (the Letter of Credit) and shall be issued by a bank reasonably acceptable to the Landlord and having a long-term unsecured debt rating of not less than “A” from Standard & Poor’s Corporation and in form and substance reasonably satisfactory to Agentthe Landlord. The Security Deposit shall remain in full force and effect during the Term, that subject to the Trademark Assignment Agreement (provisions of clause 8.15.5, as defined in security for the Purchase Agreement) payment by the Tenant of the Rent and all other charges or payments to be paid hereunder and the Patent Assignment Agreement performance of the covenants and obligations contained herein, and the Letter of Credit shall be renewed at least thirty (30) days prior to any expiration thereof lithe Tenant fails to renew the Letter of Credit by such date, time being of the essence, Landlord shall have the right at any time after the thirtieth (30th) day before such expiration date to draw on the Letter of Credit and to deposit the proceeds of the Letter of Credit as defined a cash security deposit (the Cash Security Deposit) in any account for the Purchase Agreement) have been filed benefit of Landlord. The Cash Security Deposit shall not be commingled with other funds of Landlord or other Persons and recorded no interest thereon shall be due and payable to the United States Patent and Trademark OfficeTenant.
8.15.4 If at any time a Breach Event shall have occurred and be continuing, the Landlord shall be entitled, at its sole discretion, to draw on the Letter of Credit or to withdraw the Cash Security Deposit from the above-described account and to apply the proceeds in payment of (bi) Within 15 days any Rent or other charges for the payment of which the Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by the Landlord in curing any Breach Event of the Closing Date Tenant, and/or (iv) any other sums due to the Landlord in connection with any default or such later date as agreed to the curing thereof, including, without limitation, any damages incurred by the Agent Landlord by reason of such Breach Event, including any rights of the Landlord under clause 14 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion)discretion and the Tenant acknowledges and agrees that such proceeds properly applied in accordance with this Lease shall not constitute assets or funds of the Tenant or its estate, or be deemed to be held in trust for the Tenant, but shall be, for all purposes, the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as property of the Closing Date, among the Obligors, the Subsidiaries Landlord. Tenant further acknowledges and agrees that (1) Landlord’s application of the Obligors proceeds of the Letter of Credit or Cash Security Deposit towards the payment of Rent or the reduction of any damages due the Landlord in accordance with clause 14 of this Lease, constitutes a fair and Agentreasonable use of such proceeds, and (2) the application of such proceeds by the Landlord towards the payment of Rent or any other sums due under this Lease shall not constitute a cure by the Tenant of the applicable Breach Event provided that a Breach Event shall not exist if Tenant restores the Security Deposit to its full amount within Eve (5) days and in accordance with the requirements of this clause 8.15.3, so that the original amount of the Security Deposit shall be again on deposit with Landlord.
8.15.5 On the earlier of (ci) Within 30 days the expiration of the Closing Date Term, (or such later date as agreed to ii) after receipt by the Agent Landlord of the aforementioned Guarantee in its sole discretion)clause 8.15.2, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
or (diii) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record on the assignment of all material foreign Trademarks and Patents assigned this Lease in accordance with clause 12 to US Footwear under the Trademark Assignment Agreement either (as defined 1) a Credit Entity, (2) an Asset Credit Entity or (3) a Person whose obligations are guaranteed by a Credit Entity or an Asset Credit Entity pursuant to a Guarantee in the Purchase Agreement) and the Patent Assignment Agreement (form annexed hereto as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days Part 10 of the reasonable request by Agent (Schedule, the Letter of Credit or such later date the Cash Security Deposit, as agreed to by the Agent in its sole discretion)case may be, Obligors will (shall be promptly returned to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersTenant.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 4 contracts
Sources: Lease (Edgen Group Inc.), Lease Agreement (Edgen Murray II, L.P.), Lease (Edgen Murray PLC)
Post-Closing Obligations. (a) Within 5 Business Days of thirty (30) days after the Closing Date (or such later date as agreed subject to extension by the Agent in its sole discretion), the Borrowers Loan Parties shall deliver to Agent evidencea deposit account or securities account, as applicable, Control Agreement for each deposit account and securities account maintained by any Loan Party Subsidiary (other than zero balance payroll and similar accounts), in form and substance satisfactory to the Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Each Loan Party shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the lessor of each leased property, bailee in possession of any Collateral or mortgage of any owned property with respect to each location where any Collateral is stored or located, which Collateral Access Agreement shall be in form and substance reasonably satisfactory to Agent.
(c) Within 15 days of three (3) months after the Closing Date (or such later date as agreed subject to extension by the Agent in its sole discretion), the Borrowers Loan Parties shall cause each Inactive Subsidiary that is then wholly-owned, directly or indirectly, by the Borrower to wind up, liquidate, dissolve or otherwise cease to exist other than Orbis Pharma Inc.
(d) Within five (5) Business Days after the Closing Date (subject to extension by the Agent in its sole discretion), Borrower and ECG Holdings Inc. shall deliver to Agent, as Collateral for the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination AgreementObligations, dated as a certificate evidencing all of the Closing Dateissued and outstanding Stock of ECG Holdings Inc., among the Obligorsalong with a stock power duly executed in blank, the Subsidiaries of the Obligors in each case in form and substance satisfactory to Agent.
(ce) Within 30 days of five (5) Business Days after the Closing Date (or such later date as agreed subject to extension by the Agent in its sole discretion), the Borrowers Borrower shall deliver cause the PPSA registration (Reference File No. 676936017, Registration No. 20120320105815295321) registered against the Borrower in favor of Royal Bank of Canada in the Ontario Personal Property Registry, to be discharged, and shall provide the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)with satisfactory evidence of such discharge.
(df) Promptly following Within three (3) Business Days after the Closing Date, the Borrowers shall use commercially reasonable efforts Date (subject to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to extension by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and Borrower shall deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower form and substance satisfactory to Agent, determines that the costs to the Obligors certificates or other evidence of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date insurance in effect as agreed to required by the Agent in its sole discretionSection 6.3(b), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 3 contracts
Sources: Credit Agreement (Merus Labs International Inc.), Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (Merus Labs International Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of The Borrower shall, as soon as reasonably practicable but in no event later than sixty (60) days after the Closing Date (or such later date as agreed the Lender Representative may reasonably agree) deliver to by the Administrative Agent in its sole discretion)a duly executed Control Agreement with respect to each Collateral Account (except with respect to the Available Cash Account) between the Borrower, the Borrowers shall deliver to Collateral Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeeach depositary bank at which each such Collateral Account is located.
(b) Within 15 No later than one hundred twenty (120) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretionLender Representative may reasonably agree), the Borrowers Borrower shall use its best efforts to deliver to the Agent an executed joinder from Honeywell Safety Products Administrative Agent, at the Borrower’s expense (Chuzhou) Co. Ltd. unless such expense is reasonably determined by the Borrower to that certain Intercompany Subordination Agreementexceed $100,000, dated as in which case, such expense may be at the option of the Closing Date, among Lenders assumed by the Obligors, Lenders; provided that such assumption shall be irrevocable for the Subsidiaries duration of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)applicable Data Center Lease/License, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements be set forth in Section 8.6.2(a).
(d) Promptly following writing pursuant to an agreement reasonably acceptable to the Closing DateBorrower and, notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Borrowers shall use commercially reasonable efforts to record costs and expenses assumed by the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) Lenders and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days expenses of the reasonable request by Agent (or Lenders incurred in connection with such later date as agreed to assumption shall not be reimbursable by the Agent Borrower or its Subsidiaries and shall not in its sole discretion), Obligors will any respect be deemed to be Obligations under this Agreement or the other Loan Documents) one or more duly executed collateral access agreements (in form and substance reasonably acceptable to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeRequired Lenders), in each case, to among the extent AgentBorrower, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Collateral Agent and the Revolving Loan Agent) for each location leased from third party counterparty to a non-Borrower that (i) holds Inventory Data Center Lease/License entered into on or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention prior to vacate such location within six months after the Closing Date.
Appears in 3 contracts
Sources: Credit Agreement (CoreWeave, Inc.), Credit Agreement (CoreWeave, Inc.), Credit Agreement (CoreWeave, Inc.)
Post-Closing Obligations. To the extent not delivered on the Restatement Effective Date, the Credit Parties shall use their commercially reasonable efforts to deliver the following to the Administrative Agent, with respect to the Mortgaged Property and within the time period set forth for each item in this Section 7.16, unless such time period is otherwise extended by the Administrative Agent in its reasonable discretion:
(a) Within 5 Business Days no later than 30 days following the Restatement Effective Date, an amended and restated Mortgage encumbering each Existing Mortgaged Property and a Mortgage encumbering each New Mortgaged Property, each duly executed and acknowledged by the applicable Credit Party and each in form and substance reasonably satisfactory to the Collateral Agent;
(b) no later than 30 days following the Restatement Effective Date, (i) with respect to each Existing Mortgage Property, a date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against the Existing Mortgaged Properties other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Existing Mortgaged Property in favor of the Closing Collateral Agent shall continue to have the enforceability and priority in effect immediately prior to the Restatement Effective Date and shall be in form and substance reasonably acceptable to the Collateral Agent and (ii) with respect to each New Mortgaged Property, a Mortgage Policy disclosing no liens or such title exceptions against each New Mortgaged Property other than Permitted Encumbrances and shall be in form and substance reasonably acceptable to the Collateral Agent;
(c) no later date as agreed to than 30 days following the Restatement Effective Date, if requested by the Agent Collateral Agent, surveys with respect to the Existing Mortgaged Properties and New Mortgaged Properties in its sole discretionform and substance reasonably satisfactory to the Collateral Agent;
(d) no later than 30 days following the Restatement Effective Date, evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (a), (b) and (c) above;
(e) no later than 30 days following the Borrowers shall deliver Restatement Effective Date, from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, an opinion addressed to the Administrative Agent, the Collateral Agent evidenceand each of the Lenders, in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in Administrative Agent and shall cover the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts lien granted pursuant to the requirements of Section 8.5.Mortgages encumbering the New Mortgaged Properties or the amended and restated Mortgages encumbering the Existing Mortgaged Properties and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request; and
(f) Within 60 no later than 30 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Restatement Effective Date, Borrowers shall use commercially reasonable efforts to deliver endorsements to the Agent a Lien Waiver (which may be jointly insurance certificates and related schedules in favor of form and substance reasonably acceptable to the Agent and the Revolving Loan Collateral Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc)
Post-Closing Obligations. (a) Within 5 three (3) Business Days after the Closing Date, the Borrower shall have delivered to the Lenders (or such later date as the Collateral Agent may otherwise agree to in writing) (i) any documents or instruments requested by the Lenders or necessary to release all Liens securing Indebtedness under the FB Lending, LLC loan facility or other obligations of the Loan Parties thereunder (including, without limitation, fully executed copies of terminations of any deposit account control agreements, intellectual property security agreements or third party subordination and/or landlord access agreements) and (ii) evidence that arrangements satisfactory to Lenders have been made with respect to the cancellation of any letters of credit outstanding under such Indebtedness for the account of any Loan Party.
(b) Within three (3) Business Days after the Closing Date, the Borrower shall have delivered to the Lenders (or such later date as the Lenders may otherwise agree to in writing) (i) copies of each Organizational Document of Fatburger Corporation, a Delaware corporation and Homestyle Dining LLC, a Delaware limited liability company, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Person executing any Loan Documents; and (iii) resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by such Loan Party’s secretary or an assistant secretary or other authorized officer as being in full force and effect without modification or amendment.
(c) Within three (3) Business Days after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), the Borrowers Borrower shall deliver have delivered to Agent evidencethe Lenders a completed Collateral Questionnaire dated the Closing Date and executed by an authorized officer of each Loan Party, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.together with all attachments contemplated thereby
(bd) Within 15 days of three (3) Business Days after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), the Borrowers Borrower shall deliver have delivered to the Agent an Lenders (x) a duly executed joinder IP Security Agreement with respect to all U.S. Patents and patent applications owned by the Borrower or the Guarantors, and evidence that the same has been filed by the Borrower or the Guarantor(s), as the case may be, with the United States Patent and Trademark Office; (y) a duly executed IP Security Agreement with respect to all federally registered U.S. trademarks and trademark applications owned by the Borrower or the Guarantors, with evidence that the same has been filed by the Borrower with the United States Patent and Trademark Office; and (z) a duly executed IP Security Agreement with respect to U.S. registered copyrights and copyright applications owned by the Borrower or Guarantor(s), as the case may be, with evidence, that the same has been filed in the United States Copyright Office; provided that any such evidence of filing shall be delivered by the Borrower promptly upon receipt of any evidence from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreementthe United States Patent and Trademark Office or the United States Copyright Office, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agentapplicable.
(ce) Within 30 thirty (30) days of after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), the Borrowers Borrower shall deliver file or cause to be filed with the United States Patent and Trademark Office and the United States Copyright Office appropriate documentation reasonably acceptable to the Collateral Agent insurance endorsements satisfying in order for the requirements ownership records at the United States Patent and Trademark Office and the United States Copyright Office to reflect that a Loan Party, in its current legal name, is the owner of record of each Trademark, Patent and Copyright set forth in Section 8.6.2(a).
(d) Promptly following on the schedules hereto and the IP Security Agreements executed as of the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent set forth in its sole discretion), Obligors will clause (to the extent applicable to such jurisdictiond) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.above;
(ef) Within 60 thirty (30) days of after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by in writing), the Borrower shall file or cause to be filed with the United States Patent and Trademark Office and the United States Copyright Office appropriate documentation reasonably acceptable to the Collateral Agent in its sole discretion), enter into Deposit Account Control Agreements with respect order to release or evidence the release of any Deposit Accounts pursuant outstanding liens and security interests recorded at the United States Patent and Trademark Office and the United States Copyright Office or deliver such other documentation acceptable to the requirements Collateral Agent evidencing that the underlying obligations have been irrevocably extinguished against the Trademarks, Patents and Copyrights set forth on the schedules to the IP Security Agreements executed as of Section 8.5the Closing Date, or such later date as set forth in clause (d) above.
(fg) Within 60 thirty (30) days of after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), Borrowers the Borrower shall use commercially reasonable efforts to deliver have delivered to the Agent Lenders a Lien Waiver (which may be jointly in favor certificate from the insurance broker of the Agent Loan Parties or other evidence satisfactory to the Lenders that all insurance required to be maintained pursuant to this Agreement is in full force and effect, in each case, in form and substance satisfactory to the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsLenders, and each of which shall be endorsed or otherwise amended to include a loss payable or mortgagee endorsement (iias applicable) and shall name the Collateral Agent, for which the Borrowers do not inform benefit of the Agent promptly after Lenders, as additional insured or loss payee, in form and substance satisfactory to the Closing Date of their intention to vacate such location within six months after the Closing Date.Lenders
Appears in 3 contracts
Sources: Loan and Security Agreement (Fat Brands, Inc), Loan and Security Agreement (Fat Brands, Inc), Loan and Security Agreement (Fat Brands, Inc)
Post-Closing Obligations. Notwithstanding the conditions precedent set forth in Article 5 or any other provision of this Agreement, the Borrower has informed the Administrative Agent and the Lenders that certain of such items required to be delivered to the Administrative Agent or otherwise satisfied as conditions precedent to the effectiveness of this Agreement will not be delivered to Administrative Agent as of the Closing Date. Therefore, as an accommodation to Borrower (but subject to the other conditions set forth herein), the Administrative Agent and the Lenders have agreed to allow the Borrower to complete such conditions on a post-closing basis. In consideration of such accommodation, Borrower hereby agrees to take, and cause each other Loan Party to take, each of the actions described with respect to the following items (collectively, the “Post-Closing Obligations”), the Borrower shall deliver (or otherwise satisfy) each Post-Closing Obligation to the reasonable satisfaction of the Administrative Agent in the form, manner and time set forth hereunder for such Post-Closing Obligation or within such longer time or different form or manner as the Administrative Agent may reasonably agree.
(a) Within 5 Business Days thirty (30) days of the Closing Date (or Date, notwithstanding any contrary requirement for timing of such later date as agreed to by compliance under the Agent in its sole discretion)terms of Section 7.15, the Borrowers Borrower shall deliver cause any entity becoming a Subsidiary of any Loan Party pursuant to Agent evidencethe consummation of the Origin House Acquisition that would constitute a Material Subsidiary under Section 7.15 to comply with all requirements of Section 7.15 (including execution of any joinders, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officegrants or pledges or provision of any documentation required thereunder).
(b) Within 15 sixty (60) days of the Closing Date, and subject to the terms of Section 9.6, the Borrower shall use commercially reasonable efforts to establish DACA Agreements in form and substance acceptable to the Administrative Agent over operating Accounts existing as of the Closing Date.
(c) Within sixty (60) days of the Closing Date, the Borrower shall deliver to the Administrative Agent an executed OCN Subordination Agreement; provided that if the Administrative Agent does not deliver to the Borrower an initial draft of such OCN Subordination Agreement within five (5) Business Days of the Closing Date, such period shall be extended by the number of days from the Closing Date to the date such initial draft is delivered to the Borrower.
(d) Within sixty (60) days of the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretionmay agree), the Borrowers Borrower shall provide deliver to the Administrative Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in required by Section 8.6.2(a)7.7.
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 3 contracts
Sources: Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement
Post-Closing Obligations. The Loans Parties shall deliver, or cause to be delivered, to Administrative Agent, or otherwise complete in a manner reasonably satisfactory to the Administrative Agent, the following items within the time periods designated below (unless such time periods are extended by Administrative Agent in its reasonable discretion (which extension may be by e-mail)):
(a) Within 5 Business Days The Loan Parties shall deliver to the Administrative Agent (i) evidence that the Administrative Agent has been named mortgagee and loss payee with respect to the property or casualty insurance policies of the Closing Loan Parties through endorsements that are in form and substance reasonably satisfactory to the Administrative Agent and (ii) evidence that the Administrative Agent has been named an additional insured with respect to the liability insurance policies of the Loan Parties through endorsements that are in form and substance reasonably satisfactory to the Administrative Agent, no later than ninety (90) days following the Effective Date (or, in each case, such later date as the Administrative Agent shall reasonably determine).
(b) The Loan Parties shall deliver to the Administrative Agent the certificates of insurance required under Section 6.4(b) no later than thirty (30) days following the Effective Date (or such later date as agreed to by the Administrative Agent in its sole discretionshall reasonably determine), the Borrowers .
(c) The Loan Parties shall deliver to the Administrative Agent evidence, in form duly executed and substance satisfactory effective Deposit Account Control Agreements to Agent, that the Trademark Assignment Agreement extent required under Section 6.6 no later than sixty (as defined in 60) days following the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Effective Date (or such later date as agreed to by the Administrative Agent in its sole discretionshall reasonably determine), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(cd) Within 30 No later than sixty (60) days of following the Closing Effective Date (or such later date as agreed to by the Administrative Agent in its sole discretionshall reasonably determine), to the Borrowers extent the same constitutes Collateral under the Pledge and Security Agreement, the Loan Parties shall deliver to the Collateral Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Security Certificates (as defined in the Purchase Pledge and Security Agreement) and evidencing the Patent Assignment Agreement Certificated Securities (as defined in the Purchase Pledge and Security Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e)of (i) Quantib Inc. and (ii) Heart & Lung Imaging Limited, for any Intellectual Property for which duly indorsed by an Obligor is the record owner in a foreign filing office, within 30 days effective endorsement or accompanied by share transfer powers or other instruments of the reasonable request transfer duly endorsed by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeeffective endorsement, in each case, to the extent Agent, Collateral Agent or in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lendersblank.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of No later than 90 days after the Closing Amendment Effective Date (or such later date to which the Collateral Agent may agree in its sole discretion), Liberty Tax Entities shall execute and deliver to Collateral Agent, with respect to any Material Real Estate Asset located in the United States, Mortgage Deliverables.
(b) As soon as agreed practicable after the Amendment Effective Date, the Liberty Tax Entities formed under the laws of Virginia shall deliver to by Agent and Collateral Agent the certified charter for such Loan Party.
(c) No later than 30 days after the Amendment Effective Date (or such later date to which the Collateral Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Collateral Agent evidence, in form and substance satisfactory to Agent, that (i) the Trademark Assignment Agreement certificates representing the Pledged Interests (as defined in the Purchase Security Agreement) in Liberty Tax Holding Corporation and Liberty Tax Service Inc., together with undated powers (or other instruments of transfer acceptable to Collateral Agent) endorsed in blank by the Patent Assignment Agreement applicable Loan Party and (ii) all Pledged Notes (as defined in the Purchase Security Agreement) have been filed owned by the Liberty Tax Entities and recorded required to be delivered to the United States Patent and Trademark OfficeCollateral Agent pursuant to Section 6(a) of the Security Agreement, together with undated powers (or other relevant documents of transfer acceptable to Collateral Agent) endorsed in blank by the applicable Liberty Tax Entity.
(bd) Within 15 No later than 45 days of after the Closing Amendment Effective Date (or such later date as agreed to by which the Collateral Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Collateral Agent an (i) a security agreement, deed of hypothec, and/or such other agreements, instruments and documents as reasonably requested by the Collateral Agent, each in form and substance satisfactory to the Collateral Agent, executed joinder from Honeywell Safety Products and delivered by Liberty Tax Holding Corporation and Liberty Tax Service Inc. (Chuzhouthe “Canadian Security Documents”), and (ii) Co. Ltd. (A) financing statements in form appropriate for filing under the Personal Property Security Act (Ontario) and the regulations promulgated thereunder as the Collateral Agent may deem desirable to that certain Intercompany Subordination Agreementperfect the security interests purported to be created by each Canadian Security Document, dated as and (B) evidence satisfactory to the Collateral Agent of the Closing Date, among the Obligors, the Subsidiaries filing of the Obligors and Agentsuch financing statements.
(ce) Within 30 No later than 45 days of after the Closing Amendment Effective Date (or such later date as agreed to by which the Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Agent insurance endorsements satisfying copies of duly executed terminations or releases, each in form and substance reasonably satisfactory to Agent, to evidence the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks termination and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days release of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSunTrust IP Filings.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Franchise Group, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 30 days of the Closing Date (or such later date as agreed to by the Agent may agree in writing in its sole discretion), the Borrowers shall (i) provide evidence that Parent has assigned any interests it has in any United States patent(s) to a Borrower, and (ii) cause the applicable Borrower to execute and deliver to the Agent an executed joinder from Honeywell Safety Products a Patent Security Agreement with respect to such patent(s).
(Chuzhoub) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as Within 30 days of the Closing DateDate (or such later date as Agent may agree in writing in its sole discretion), among the ObligorsMGPI Processing and MGPI Pipeline shall amend their bylaws, the Subsidiaries of the Obligors in form and substance reasonably acceptable to Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent may agree in writing in its sole discretion), the Borrowers shall deliver cause First American Title Insurance Company to issue ALTA mortgagee title insurance policies or unconditional commitments therefor, including "gap" insurance coverage, with respect to the Borrowers' (i) fee owned property in Atchison and Wyandotte Counties, Kansas, (ii) leasehold property in ▇▇▇▇▇▇▇▇ County, Kansas, and (iii) fee owned property in Dearborn County, Kansas, in form acceptable to Agent insurance endorsements satisfying and in an amount equal to 100% of the requirements fair market value of such Real Property Collateral (as determined by Agent in its reasonable discretion), insuring each applicable Mortgage as a valid and subsisting first priority Lien encumbering the applicable Real Property Collateral (subject to those matters and exceptions set forth in Section 8.6.2(athe title insurance policies and accepted by Agent), and naming Agent and its successors and/or assigns as the insured party, containing such endorsements as are reasonably requested by Agent to the extent available in the state in which the applicable real property is located, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Agent.
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent writing in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased Collateral Access Agreement from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsDiageo Americas Supply, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.Inc.
Appears in 2 contracts
Sources: Credit Agreement (MGP Ingredients Inc), Credit Agreement (MGP Ingredients Inc)
Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the The Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, evidence that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed promptly following their filing and recorded recording in the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for in the event that any Obligor is required under the Term Loan Agreement to pursue the recording of a Term Loan Agent's Lien on such recordable Intellectual Property for which an Obligor is the record owner in a any foreign filing officeoffice the Obligors shall promptly notify the Agent of such fact and thereafter, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), the Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), shall maintain Bank of America, N.A. as its principal depository bank, including for the maintenance of operating, disbursement and other deposit accounts and for Cash Management Services, pursuant to the requirements of Section 8.5.
(g) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), shall deliver Documents required for compliance with clauses (a) and (f) of the definition of “Eligible In-Transit Inventory,” provided that failure to deliver any such Documents shall not give rise to an Event of Default but shall affect whether certain Inventory satisfies the definition of “Eligible In-Transit Inventory.”
(h) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Term Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 2 contracts
Sources: Abl Loan and Security Agreement (Rocky Brands, Inc.), Abl Loan and Security Agreement (Rocky Brands, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of 60 days after the Closing Effective Date (or such later date as agreed may be acceptable to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall deliver make available to the Administrative Agent evidence, title information in form and substance satisfactory reasonably acceptable to Agent, the Administrative Agent but consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties and Oil and Gas Properties are located covering enough of the Proved Reserves so that the Trademark Assignment Agreement Administrative Agent shall have received (as defined in together with title information previously delivered to the Purchase AgreementAdministrative Agent) and satisfactory title information on at least 80% of the Patent Assignment Agreement (as defined in total PV-9 of the Purchase Agreement) have been filed and recorded Borrowing Base Properties evaluated by the United States Patent and Trademark OfficeInitial Reserve Report.
(b) Within 15 60 days of after the Closing Effective Date (or such later date as agreed may be acceptable to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall, and shall cause each Loan Party party thereto to, deliver to the Administrative Agent an Deposit Account Control Agreements (in each case duly executed joinder from Honeywell Safety Products (Chuzhouand delivered by such Loan Party and the applicable depositary bank) Co. Ltd. to that certain Intercompany Subordination Agreement, dated covering each Deposit Account of such Loan Party existing as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentEffective Date (other than Excluded Accounts).
(c) Within 30 60 days of after the Closing Effective Date (or such later date as agreed may be acceptable to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall, and shall cause each Loan Party party thereto to, deliver to the Administrative Agent insurance endorsements satisfying Securities Account Control Agreements (in each case duly executed and delivered by such Loan Party and the requirements set forth in Section 8.6.2(aapplicable securities intermediary) covering each Securities Account of such Loan Party existing as of the Effective Date (other than Excluded Accounts).
(d) Promptly following No later than the Closing LC Issuance Limit Step Down Date, the Borrowers Borrower shall use commercially reasonable efforts cause certain beneficiaries in respect of the Specified Letters of Credit to record approve of amendments, substitutions or replacements of the assignment applicable Specified Letters of Credit, such that the aggregate face amount of all material foreign Trademarks and Patents assigned to US Footwear under Letters of Credit or any substitute or replacement thereof issued by such Specified Issuing Bank shall not exceed the Trademark Assignment Agreement (as defined LC Issuance Limit of such Specified Issuing Bank in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly effect after the Closing Date of their intention to vacate such location within six months after the Closing LC Issuance Limit Step Down Date.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Southwestern Energy Co)
Post-Closing Obligations. (a) Within 5 Business Days of Upon the date that is thirty (30) days after the Closing Date (or such later which date as agreed may be extended subject to by the Agent in its Agent’s sole discretion), the Borrowers Borrower shall deliver all endorsements with respect to, and copies of, each insurance policy required pursuant to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.Section 6.2;
(b) Within 15 Upon the date that is sixty (60) days of after the Closing Date (or such later which date as agreed may be extended subject to by the Agent in its Agent’s sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly duly executed landlord’s consent(s) in favor of the Agent for ▇▇▇▇▇▇▇▇’s headquarters location and the Revolving Loan Agent) for each other leased location leased from of Borrower at which Collateral with a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or 250,000 is located;
(c) Upon the principal location of a Borrower’s books and records, and date that is sixty (ii60) for which the Borrowers do not inform the Agent promptly days after the Closing Date (which date may be extended subject to Agent’s sole discretion), Borrower shall use commercially reasonable efforts to deliver duly executed bailee’s waiver(s) in favor of their intention to vacate such Agent for each location within six months (other than Borrower’s headquarters location) where Borrower maintains property with a third party and at which Collateral with a value in excess of $250,000 is located; and
(d) Upon the date that is five (5) Business Days after the Closing DateDate (which date may be extended subject to Agent’s sole discretion), Borrower shall deliver an Account Control Agreement in respect of the securities account or deposit account of Borrower set forth in the perfection certificate delivered by Borrower to Agent on the Closing Date and maintained at U.S. Bank National Association and JPMorgan Chase Bank, N.A., as applicable (other than such accounts which are Excluded Accounts), in form and substance reasonably satisfactory to Agent; provided, however, that the proceeds of the Term Loan Advances shall not be transferred to the aforementioned accounts prior to the delivery of the Account Control Agreements required pursuant to this Section 4.4(d).
Appears in 2 contracts
Sources: Loan and Security Agreement (Gritstone Bio, Inc.), Loan and Security Agreement (Gritstone Bio, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of fifteen (15) business days following the Closing Date Date, Seller will pay the aggregate amount, if any, owed to Purchaser (or such later date as agreed any Affiliate of Purchaser) by any and all Seller under the Franchise Agreements or otherwise owing to by Purchaser (or any Affiliate of Purchaser) in connection with any Seller’s Franchise Rights, all calculated in accordance with the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeFranchise Agreements.
(b) Within 15 Seller agrees to use commercially reasonable efforts to promptly provide Purchaser with all books and records as Purchaser may require to meet its financial reporting obligations under applicable law.
(c) Purchaser agrees to use commercially reasonable efforts to promptly provide Seller with information requested by the Seller’s for any tax filing obligations.
(d) Seller agrees to provide Purchaser with copies of all notices sent by any landlord under the Real Property Lease within three (3) business days of receipt of such notice.
(e) Purchaser agrees to use its best efforts to promptly obtain the release of Seller from any guaranty to any lessor with respect to any Real Estate Lease, to the extent such release was not granted at Closing.
(f) Purchaser and Seller agree that within sixty (60) days of the Closing Date they shall reconcile all charges accruing before the Closing Date but due and payable after the Closing Date, along with the pro-ration of any charges as may be provided for herein. If Seller does not satisfy its obligations after set-off within sixty (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou60) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as days of the Closing Date, among Purchaser may receive a distribution from the ObligorsEscrow Account to satisfy such obligations, and Seller shall be obligated to replenish the Subsidiaries of the Obligors and Agent.
Escrow Account in an amount equal to such charges. If Purchaser does not satisfy its obligations after set-off within sixty (c60) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, Seller may receive a distribution from the Borrowers Escrow Account to satisfy such obligations, and Purchaser shall use commercially reasonable efforts be obligated to record replenish the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined Escrow Account in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable amount equal to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenderscharges.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ruths Chris Steak House, Inc.), Asset Purchase Agreement (Ruths Chris Steak House, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of No later than 90 days after the Closing Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion), Liberty Tax Entities shall execute and deliver to Agent, with respect to any Material Real Estate Asset located in the United States, Mortgage Deliverables.
(b) As soon as agreed practicable after the Amendment Effective Date, the Liberty Tax Entities formed under the laws of Virginia shall deliver to Agent the certified charter for such Loan Party.
(c) No later than 30 days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion), Agent shall have received evidence satisfactory to the Agent that the Loan Parties have delivered to the Term Collateral Agent (i) the certificates representing the Pledged Interests (as defined in the Security Agreement) in Liberty Tax Holding Corporation and Liberty Tax Service Inc., together with undated powers (or other instruments of transfer acceptable to the Term Collateral Agent) endorsed in blank by the applicable Loan Party and (ii) all Pledged Notes (as defined in the Security Agreement) owned by the Liberty Tax Entities and required to be delivered to the Term Collateral Agent pursuant to Section 6(a) of the Term Security Agreement (as defined in the Intercreditor Agreement), together with undated powers (or other relevant documents of transfer acceptable to the Term Collateral Agent) endorsed in blank by the applicable Liberty Tax Entity.
(d) No later than 45 days after the Amendment Effective Date (or such later date to which the Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Agent evidence(i) a security agreement, deed of hypothec, and/or such other agreements, instruments and documents as reasonably requested by the Agent, each in form and substance satisfactory to the Agent, that executed and delivered by Liberty Tax Holding Corporation and Liberty Tax Service Inc. (the Trademark Assignment Agreement “Canadian Security Documents”), and (as defined ii) (A) financing statements in form appropriate for filing under the Purchase AgreementPersonal Property Security Act (Ontario) and the Patent Assignment Agreement regulations promulgated thereunder as the Agent may deem desirable to perfect the security interests purported to be created by each Canadian Security Document, and (as defined in B) evidence satisfactory to the Purchase Agreement) have been filed and recorded Agent of the United States Patent and Trademark Officefiling of such financing statements.
(be) Within 15 No later than 45 days of after the Closing Amendment Effective Date (or such later date as agreed to by which the Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Agent an copies of duly executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. terminations or releases, each in form and substance reasonably satisfactory to that certain Intercompany Subordination AgreementAgent, dated as to evidence the termination and release of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentSunTrust IP Filings.
(cf) Within 30 days of No later than 10 Business Days after the Closing Amendment Effective Date (or such later date as agreed to by which the Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Agent insurance endorsements satisfying the requirements set forth in certificates to supplement Schedule 4.27 as required pursuant to Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days 4.27 of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersCredit Agreement.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 2 contracts
Sources: Abl Credit Agreement (B. Riley Financial, Inc.), Abl Credit Agreement (Franchise Group, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of Notwithstanding any provision herein or in any other Loan Document to the Closing contrary, within thirty (30) days after the Effective Date (or such later date as agreed to by the Collateral Agent in its sole discretionmay agree), the Borrowers shall deliver to Collateral Agent evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Secured Parties;
(b) Notwithstanding any provision herein or in any other Loan Document to the contrary, within thirty (30) days after the Effective Date, Borrower shall, and shall cause each Loan Party to, enter into duly executed Control Agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Collateral Account maintained by each Loan Party (other than the Terminating Collateral Accounts to the extent set forth in clause (c) below); and
(c) Notwithstanding any provision herein or in any other Loan Document to the contrary, (i) Borrower shall, and shall cause each Loan Party to, by June 30, 2020, either (1) deliver evidence, in form and substance reasonably satisfactory to the Collateral Agent, that the Trademark Assignment Agreement each Terminating Collateral Account has been closed or (as defined 2) enter into duly executed Control Agreements, in the Purchase Agreement) form and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products Collateral Agent, with respect to each Terminating Collateral Account maintained by each Loan Party, and (Chuzhouii) Co. Ltd. Borrower shall not permit the aggregate balance of all Terminating Collateral Accounts to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
exceed Six Hundred Thousand Dollars (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a$600,000.00).
(d) Promptly following Notwithstanding any provision herein or in any other Loan Document to the Closing contrary, within ninety (90) days after the Effective Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver a fully executed landlord waiver with respect to the Agent a Lien Waiver (which may be jointly chief executive office of Borrower as disclosed in favor the Perfection Certificate dated as of the Agent date hereof, in form and substance reasonably satisfactory to Collateral Agent.
(e) Notwithstanding any provision herein or in any other Loan Document to the Revolving Loan Agentcontrary, within thirty (30) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly days after the Closing Date Effective Date, Borrower shall have delivered to Collateral Agent reasonably satisfactory evidence that each state tax lien listed in Section 8 of their intention to vacate such location within six months after the Closing DatePerfection Certificate dated as of the date hereof has been paid in full and released.
Appears in 2 contracts
Sources: Loan and Security Agreement (Rapid Micro Biosystems, Inc.), Loan and Security Agreement (Rapid Micro Biosystems, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date By July 19, 2022 (or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall deliver to Administrative Agent evidence, evidence in form and substance satisfactory to Agent, the Administrative Agent that the Trademark Assignment Agreement Borrower has (as defined i) obtained from each inventor who is obligated to assign to Borrower, a customary invention assignment agreement presently assigning all of such inventor’s right, title and interest in and to each Patent set forth on Schedule 8.19 to Borrower and (ii) made the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded necessary filings with the United States Patent and Trademark OfficeOffice (“USPTO”) to evidence in the records of the USPTO that the Borrower is the sole assignee and owner (or, solely with respect to those Patents identified on Schedule 8.19 as jointly owned, an assignee and joint owner) of each of the Patents set forth on Schedule 8.19.
(b) Within 15 days of the Closing Date By June 3, 2022 (or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall deliver cause all insurance policies so required pursuant to the Agent an executed joinder from Honeywell Safety Products Loan Documents to (Chuzhoui) Co. Ltd. to that certain Intercompany Subordination Agreementname the Administrative Agent, dated as on behalf of the Closing DateSecured Parties, among as an additional insured thereunder as its interests may appear, and (ii) in the Obligorscase of each casualty insurance policy (including business interruption, if any) contain a lender loss payable clause or endorsement naming the Subsidiaries Administrative Agent, on behalf of the Obligors Secured Parties, as loss payee thereunder and Agentproviding for at least thirty (30) days’ prior written notice to the Administrative Agent (ten (10) days’ prior written notice in the event of cancellation for nonpayment) of any material modification or cancellation of such policy.
(c) In the event that BioXcel LLC shall at any time cease to own, directly or indirectly, at least 20% of the Equity Interests in the Borrower, the Borrower shall use its commercially reasonable efforts to enter into an amendment to the Shared Services Agreement with BioXcel LLC pursuant to which the Borrower’s option to enter into a collaborative services agreement with BioXcel LLC by which the Collaboration Agreement Option shall be extended through at least the 91st day following the Maturity Date.
(d) Within 30 days of five (5) Business Days following the Closing Date (or such later date longer period of time as agreed to by the Administrative Agent in its sole discretion) (the “Account Control Agreement Completion Date”), the Borrowers Administrative Agent shall deliver have received evidence that (i) all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts (other than Excluded Accounts) of each Obligor located within the U.S. are Controlled Accounts and (ii) such Controlled Accounts are subject to the Agent insurance endorsements satisfying the requirements set forth one or more account control agreements, in Section 8.6.2(a).
(d) Promptly following the Closing Datefavor of, and satisfactory in form and substance to, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Administrative Agent that (as defined in the Purchase AgreementA) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseensures, to the extent Agentnecessary under applicable law, in its the perfection of a first priority (subject to Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(ePriority Liens) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly security interest in favor of the Administrative Agent and on such Controlled Account, (B) provides that, upon written notice from the Revolving Loan Administrative Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment , such depositary institution shall comply with instructions originated by the Administrative Agent directing disposition of an aggregate value the funds in excess such Controlled Account without further consent of $1,000,000 or is the principal location of a Borrower’s books and records, applicable Obligor and (iiC) for which may not be terminated without prior written consent of the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement and Guaranty (BioXcel Therapeutics, Inc.)
Post-Closing Obligations. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Closing Date, Borrower shall:
(a) Within 5 Business Days of use commercially reasonable efforts to deliver to Agent (or its designated agent) within forty-five (45) days following the Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion)) duly executed landlord consents for its (i) chief executive office or its principal place of business and (ii) offices or business locations, the Borrowers shall deliver to Agent evidenceincluding warehouses, containing in form and substance satisfactory to Agent, that the Trademark Assignment Agreement excess of Five Hundred Thousand Dollars (as defined in the Purchase Agreement$500,000) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.of Borrower’s assets or property;
(b) Within 15 use commercially reasonable efforts to deliver to Agent (or its designated agent) within forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion) duly executed bailee agreements for any bailee location holding a portion of Borrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.;
(c) Within 30 except as provided for in clauses (d) and (e) below, deliver to Agent (or its designated agent) within fifteen (15) days of following the Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion)) duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property (other than an Excluded Account) maintained by Borrower or any Subsidiary; provided that, the Borrowers except as provided for in clause (d) below, no proceeds of any Advance shall deliver be transferred to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).any Deposit Account that is not subject to an Account Control Agreement;
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts deliver to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will designated agent) within ninety (to the extent applicable to such jurisdiction90) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of following the Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion), enter into such security documentation as may be reasonably required by Agent to obtain and perfect its Lien upon ▇▇▇▇▇▇▇▇'s Deposit Account ending in 9075 maintained with JPMorgan Ireland, including any Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.Agreement; and
(fe) Within 60 deliver to Agent (or its designated agent) within thirty (30) days of following the Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to insurance endorsements in accordance with the Agent a Lien Waiver (which may be jointly in favor requirements of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment Section 6.2 of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datethis Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Arcus Biosciences, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of No later than 60 days after the Closing Date (or such later date as may be agreed to by Agents in their sole discretion) the Borrower’s accounts maintained by any depositary bank other than Administrative Agent shall be closed and replaced with an account maintained by Administrative Agent.
(b) On or before September 30, 2014 (or such later date as may be agreed to by Agents in its their sole discretion), the Borrowers Borrower shall deliver to the Agents (i) Agents shall have received a mortgage, security agreement, assignment of rents and leases, and fixture filings, of even date herewith from Borrower in favor of Administrative Agent evidencewith respect to each piece of Real Property Collateral (the “Mortgages”), and (ii) a mortgagee title insurance policy (or a marked commitment to issue the same) for each piece of Real Property Collateral issued by a title insurance company satisfactory to Agents (a “Mortgage Policy”) in amounts satisfactory to Agents assuring Agents that the applicable Mortgage is a valid and enforceable second priority mortgage Lien on each piece of Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policy otherwise shall be in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeAgents.
(bc) Within 15 days of the Closing Date On or before September 30, 2014 (or such later date as may be agreed to by the Agent Agents in its their sole discretion), the Borrowers Borrower shall deliver to the Agent an Agents a fully executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as Commodity Account Control Agreement for each of the Closing Datefollowing Commodity Accounts of Borrower: the Commodity Accounts maintained by Borrower with ▇▇▇▇▇▇▇▇▇, among LLC that are listed on the Obligors, the Subsidiaries of the Obligors and AgentDisclosure Schedule.
(cd) Within 30 days of the Closing Date On or before September 30, 2014 (or such later date as may be agreed to by the Agent Agents in its their sole discretion), the Borrowers Borrower shall deliver have delivered to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in Agents a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into fully executed Deposit Account Control Agreements with respect to any Agreement for each of the Deposit Accounts pursuant to of Borrower maintained by Borrower with ▇▇▇▇▇ Fargo Bank that are listed on the requirements of Section 8.5Disclosure Schedules.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Sources: Loan and Security Agreement (Pacific Ethanol, Inc.)
Post-Closing Obligations. (a) Within 5 Business Days of the 4.1 Immediately after Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following on the Closing Date, the Borrowers shall use commercially reasonable efforts Company shall, create and maintain a fixed deposit with the Bank of an amount equal to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Price (as defined in the Purchase Agreement“Fixed Deposit”) and ▇▇▇▇ ▇ ▇▇▇▇ on the Patent Assignment Agreement (as defined said Fixed Deposit in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days favour of the reasonable request Subscriber, with the Subscriber being the sole authorized signatory for the Fixed Deposit. The Fixed Deposit shall be for a term sufficient for all of the obligations of the Company under this Agreement to be satisfied. The Company shall immediately provide the evidence of such lien marking to the Subscriber and in no event, later than 2 (two) days from the Closing Date. Such lien shall be released upon completion of Listing; or upon Buy Back of the Subscription Shares by Agent the Company, whichever is earlier, in accordance with the terms of this Agreement.
4.2 Within 5 (or five) Business Days after allotment of the Subscription Shares by the Company, the Company shall file return of allotment with the ROC in Form PAS-3;
4.3 Within 7 (seven) Business Days from the Closing Date, the Company shall file all documents (including Form FC-GPR) with the RBI and the relevant authorised dealer bank in accordance with the FEMA Regulations, and thereafter furnish the evidence of such submission to the Subscriber, no later than 2 (two) Business Days post such submission. Further, the Company shall provide to the Subscriber a copy of the acceptance acknowledgment received from the RBI approving the Form FC-GPR filed by the Company, no later than 2 (two) Business Days from the date of receipt of such approval by the Company.
4.4 Within 7 (seven) Business Days from the Closing Date, the Company shall provide a valuation report of its equity shares as of a date as agreed to by the Agent in its sole discretion), Obligors will (proximate as practicable to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Closing Date in accordance with respect to such Intellectual Property and commence Rule 11UA, read with Rule 11U of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeIncome-tax Rules, in each case1962, from a Category 1 merchant banker or chartered accountant, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that reasonable satisfaction of the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSubscriber.
4.5 Within 7 (eseven) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased Business Days from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date, the Company shall file with the ROC the Form MGT 14 approving the issuance of the Subscription Shares.
4.6 The Company shall provide the Subscriber or any of its authorised representatives and advisers such assistance, documentation and information and undertake all actions as may be reasonably required in connection with the filings and disclosures required or agreed to be made to the ROC, SEBI, Stock Exchanges and any other disclosures required to be made under applicable Law pertaining to the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Share Subscription Agreement
Post-Closing Obligations. 16.1 At any time during the four (a4) Within 5 Business Days year period following Closing (the “Restriction Period”), upon Seller’s written request to Purchaser, Seller and Purchaser shall enter into good faith negotiations for a build-to-suit lease on the Vacant Land (the “BTS Lease”).
16.2 The terms of the Closing Date BTS Lease shall be for a period of ten (or such later 10) years from the date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement of substantial completion (as such may be defined in the Purchase AgreementBTS Lease) and shall be at the Patent Assignment Agreement (as defined then current market rent/investment returns. The obligations of Seller under the BTS Lease shall be guaranteed by Integral. In the event the Purchaser and Seller shall agree on, execute and deliver the BTS Lease, the obligations of Purchaser to construct the building contemplated by the BTS Lease shall be guaranteed by Corporate Office Properties, L.P. The terms and conditions of the BTS Lease shall be otherwise substantially in the Purchase form of the Leaseback Agreement) have been filed . All other terms, including the size and recorded location of the United States Patent building shall be the subject of the negotiations between Seller and Trademark OfficePurchaser.
(b) Within 15 days 16.3 During the Restriction Period, Purchaser agrees that it will not sell, lease or ground lease the Vacant Land or take any action that would impair the development of the Closing Date Vacant Land or develop a building thereon for any other person/user (or such later date as agreed other than Seller). As consideration for this restriction, Seller shall pay to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as Purchaser One Hundred Thousand Dollars per year for each of the Closing Date, among the Obligors, the Subsidiaries four years of the Obligors and Agent.
Restriction Period, which shall be payable in equal installments of $8,333.33 on or before the first of each month (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent “Restriction Payments”). The Restriction Payments shall be payable in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject addition to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts rental payments made pursuant to the requirements BTS Lease. Failure to make the Restriction Payments shall be a default under the Leaseback Agreement, if any such failure continues for a period of Section 8.5ten (10) days after receipt of written notice that the same is past due.
(f) Within 60 days 16.4 Purchaser and Seller shall record a memorandum of contract in the Closing Date (or such later date as agreed to by public land records of El Paso County, Colorado, which memorandum shall be in the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor form of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment Exhibit I hereto. [The remainder of an aggregate value in excess of $1,000,000 or this page is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateintentionally blank.]
Appears in 1 contract
Sources: Purchase and Sale Agreement (Integral Systems Inc /Md/)
Post-Closing Obligations. (a) Within 5 Business Days The Seller and Buyer agree that the estimated amounts of the Pre-Closing Admission Ticket Sales Proceeds, Pre-Closing Floor Space Sales Proceeds, and Employee Stub Period Obligations as of the Closing Date are as set forth on the Estimated Closing Statement, attached to Part 3.4 of the Disclosure Memorandum (or such later date as agreed the “Estimated Closing Statement”). Within ten (10) Business Days following the Closing, the Seller shall provide to the Buyer in writing the final amounts for the Pre-Closing Admission Ticket Sales Proceeds, Pre-Closing Floor Space Sales Proceeds, and Employee Stub Period Obligations (the “Final Closing Statement”). The parties agree to cooperate in good faith to resolve any dispute concerning the Final Closing Statement. If there is any dispute concerning the Final Closing Statement that has not been resolved by the Agent parties by the date that is thirty (30) days after the delivery of the Final Closing Statement to the Buyer, then either party shall be permitted to submit such dispute to a court of competent jurisdiction in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeaccordance with Section 9.11.
(b) Within 15 days five (5) Business Days following the delivery of the Final Closing Date Statement, (x) if there is a Final Closing Statement Deficit, then the Seller shall pay to the Buyer an amount equal to the Final Closing Statement Deficit or such later date as agreed to by (y) in the Agent in its sole discretion)event there is a Final Closing Statement Surplus, the Borrowers Buyer shall deliver pay the Seller an amount equal to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Final Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentStatement Surplus.
(c) Within 30 days All payments required under this Section 3.4 shall be made in cash by wire transfer of the Closing Date (or immediately available funds to such later date bank account(s) as agreed to shall be designated in writing by the Agent in its sole discretion), the Borrowers shall deliver recipient(s) prior to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)applicable payment date.
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 The Borrower will furnish the Lender with updated Limited Title Opinions on or before ten (10) Business Days of after the Closing Date (on the Collateral, updating title through and confirming the recordation of the Lender’s Mortgage and confirming the absence of other mortgages, liens or such later date as agreed judgments affecting title to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeCollateral.
(b) Within 15 days The Borrower agrees to use commercially reasonable efforts to obtain an amendment to the Act of Sale and Assignment dated September 2, 2004, to NGS Sub of the Closing Date (or such later date ▇▇▇▇▇▇ I property as agreed to required by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentLimited Title Opinion pertaining thereto.
(c) Within 30 days The Borrower will cause an amendment to the Articles of Organization of Arkla to be executed and filed with the Louisiana Secretary of State providing that the membership interest in Arkla is uncertificated, on or before ten (10) Business Days after the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Date.
(d) Promptly following Concurrently with the Closing Datefiling of the Collateral Documents, the Borrowers Borrower shall use commercially reasonable efforts to obtain and record in ▇▇▇▇ ▇▇▇▇▇▇ a certified copy of the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined interest in the Purchase Agreement) oil, gas and the Patent Assignment Agreement (mineral leases and conveyance of movable property dated June 21, 1990, by LTF Limited Partnership to Chadco, Inc., as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to required by the Agent in its sole discretion), Obligors will (Preliminary Limited Title Opinion pertaining to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders▇▇▇▇▇▇ ▇▇.
(e) Within 60 days The Borrower agrees to use commercially appropriate efforts to obtain the consents to assignment from any lessor of oil and gas leases requiring same in the Closing Date (or Collateral, in those instances where the Borrower and the Lender mutually agree such later date as agreed consent should be sought, including without limitation the consent of Annadarko Land Corp. under the Oil and Gas Lease dated February 1, 2003, pertaining to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5▇▇▇▇▇▇ ▇▇.
(f) Within 60 days The Borrower will execute and record a supplemental mortgage encumbering the mineral leases underlying the additional eleven (11) ▇▇▇▇▇ purchased by the Borrower as part of the Closing Date (Tullos II acquisition, on or such later date as agreed to by the Agent in its sole discretion)before February 28, Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date2005.
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date By July 19, 2022 (or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall deliver to Administrative Agent evidence, evidence in form and substance satisfactory to Agent, the Administrative Agent that the Trademark Assignment Agreement Borrower has (as defined i) obtained from each inventor who is obligated to assign to Borrower, a customary invention assignment agreement presently assigning all of such inventor’s right, title and interest in and to each Patent set forth on Schedule 8.19 to Borrower and (ii) made the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded necessary filings with the United States Patent and Trademark OfficeOffice (“USPTO”) to evidence in the records of the USPTO that the Borrower is the sole assignee and owner (or, solely with respect to those Patents identified on Schedule 8.19 as jointly owned, an assignee and joint owner) of each of the Patents set forth on Schedule 8.19.
(b) Within 15 days of the Closing Date By June 3, 2022 (or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall deliver cause all insurance policies so required pursuant to the Agent an executed joinder from Honeywell Safety Products Loan Documents to (Chuzhoui) Co. Ltd. to that certain Intercompany Subordination Agreementname the Administrative Agent, dated as on behalf of the Closing DateSecured Parties, among as an additional insured thereunder as its interests may appear, and (ii) in the Obligorscase of each casualty insurance policy (including business interruption, if any) contain a lender loss payable clause or endorsement naming the Subsidiaries Administrative Agent, on behalf of the Obligors Secured Parties, as loss payee thereunder and Agentproviding for at least thirty (30) days’ prior written notice to the Administrative Agent (ten (10) days’ prior written notice in the event of cancellation for nonpayment) of any material modification or cancellation of such policy.
(c) In the event that BioXcel LLC shall at any time cease to own, directly or indirectly, at least 20% of the Equity Interests in the Borrower, the Borrower shall use its commercially reasonable efforts to enter into an amendment to the Shared Services Agreement with BioXcel LLC pursuant to which the Borrower’s option to enter into a collaborative services agreement with BioXcel LLC by which the Collaboration Agreement Option shall be extended through at least the 91st day following the Maturity Date.
(d) Within 30 days of five` (5) Business Days following the Closing Date (or such later date longer period of time as agreed to by the Administrative Agent in its sole discretion) (the “Account Control Agreement Completion Date”), the Borrowers Administrative Agent shall deliver have received evidence that (i) all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts (other than Excluded Accounts) of each Obligor located within the U.S. are Controlled Accounts and (ii) such Controlled Accounts are subject to the Agent insurance endorsements satisfying the requirements set forth one or more account control agreements, in Section 8.6.2(a).
(d) Promptly following the Closing Datefavor of, and satisfactory in form and substance to, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Administrative Agent that (as defined in the Purchase AgreementA) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseensures, to the extent Agentnecessary under applicable law, in its the perfection of a first priority (subject to Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(ePriority Liens) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly security interest in favor of the Administrative Agent and on such Controlled Account, (B) provides that, upon written notice from the Revolving Loan Administrative Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment , such depositary institution shall comply with instructions originated by the Administrative Agent directing disposition of an aggregate value the funds in excess such Controlled Account without further consent of $1,000,000 or is the principal location of a Borrower’s books and records, applicable Obligor and (iiC) for which may not be terminated without prior written consent of the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateAdministrative Agent.
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date time periods set forth therefor on Schedule 7.20 (or such later date longer periods of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), the Borrowers shall deliver to Agent evidencethe Purchasers such other documents, instruments, certificates or agreements as are listed on Schedule 7.20 or take such other actions as are described on Schedule 7.20, in each case in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeRequired Purchasers.
(b) Within 15 10 days of after the Combination Closing Date (or such later date longer period of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), the Borrowers Issuer shall deliver ensure that the Acquiror (i) becomes a Guarantor by executing and delivering to the Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (ii) delivers to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as a Perfection and Due Diligence Certificate in respect of the Closing DateAcquiror and documents of the types referred to in Sections 5.01(f)-(h) in order to grant Liens to the Agent for the benefit of the Secured Parties in all assets of the Acquiror constituting Collateral and favorable opinions of counsel to the Acquiror (which shall cover, among the Obligorsother things, the Subsidiaries legality, validity, binding effect and enforceability of the Obligors documentation referred to in clause (i) or (ii), as applicable), all in form, content and Agentscope reasonably satisfactory to the Agent and the Required Purchasers.
(c) Within 30 14 days of after the Combination Closing Date (or such later date longer period of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), the Borrowers Note Parties shall deliver that certain Blocked Account Control Agreement, to be entered into by and among certain of the Note Parties, the Agent, U.S. Bank National Association, as collateral agent under the Lockheed ▇▇▇▇▇▇ Note Documents and JPMorgan Chase Bank, N.A., in form and substance reasonably satisfactory to the Required Purchasers.
(d) Within 60 days after the Combination Closing Date (or such longer period of time as may be agreed to by the Required Purchasers in their sole discretion), the Note Parties shall deliver to the Agent insurance certificates and endorsements satisfying meeting the requirements set forth of Section 7.07(c) in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks form and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (substance reasonably satisfactory to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersRequired Purchasers.
(e) Within 60 days of two Business Days after the Combination Closing Date (or such later date longer period of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Note Parties shall use commercially reasonable efforts to deliver to the Agent and the Purchasers a Lien Waiver (which may be jointly in favor copy of the Agent and Certificate of Merger (as defined in the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment Acquisition Agreement), as certified by the Secretary of an aggregate value in excess State of $1,000,000 or is the principal location State of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateDelaware.
Appears in 1 contract
Post-Closing Obligations. (ai) Within 5 Business Days As promptly as practicable, and in any event within the number of days after the Effective Date specified on Schedule 7.01(s) (or, upon the reasonable discretion of the Closing Administrative Agent, at such other date specified by the Administrative Agent), the Loan Parties will deliver all documents and take all actions set forth on Schedule 7.01(s), including without limitation, delivery of Loan Documents not delivered on the Effective Date, delivery of quality of earnings report, completion of Appraisal and Field Examination, delivery the Effective Date Borrowing Base Certificate and obtaining collateral access agreements in favor of the Lenders from lessors under real property leased to the Loan Parties.
(or ii) Not later than March 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), the Appraisal and the Field Examination shall have been completed, the Borrowers shall deliver to Agent evidencehave delivered the Effective Date Borrowing Base Certificate and quality of earnings report, in each case, in form and substance satisfactory to the Administrative Agent.
(iii) Not later than the date that is five (5) Business days after the deliverables required under clause (ii) have been received by the Administrative Agent, that the Trademark Assignment Agreement Loan Parties and the Agents shall make such modifications and amendments to the Loan Documents as may be reasonably required by the Agents in their discretion to reflect the results of the Appraisal, the Field Examination and the quality of earnings report.
(iv) The Borrower shall have engaged R▇▇▇▇▇▇ Consulting, LLC to assist in (x) re-modeling the Borrower’s historical financial statements on a monthly basis for the last twelve month period ended on the Effective Date LTM period and (b) Borrower’s projections, and, in each case, the Borrower shall deliver to the Administrative Agent such re-modeled financial statements and projections on or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), in each case, in form and substance satisfactory to the Administrative Agent.
(v) The Borrower shall, on or before April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), enter into a customary registration rights agreement (the “Registration Rights Agreement”) reasonably acceptable to WhiteHawk Finance LLC pursuant to which the Borrower will be required to file with and have declared effective by the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, to register for resale the Warrant Shares (as defined in the Purchase AgreementWarrant) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officerelated registrable securities.
(bvi) Within 15 days Each of the Closing Date following shall be delivered on or prior to January 31, 2022 (or or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors Borrower and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to approved by the Agent in its sole discretion)Administrative Agent): (x) Belgian Security Documents, (y) Dutch Security Documents, and (z) the Borrowers Loan Parties shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in have delivered a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Mortgage with respect to such Intellectual Property and commence each parcel of Material Real Estate, including Material Real Estate of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeNI Obligor, in each case, in form and substance satisfactory to the extent Administrative Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(evii) Within 60 days On or prior to January 31, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), enter into Deposit each Belgian Loan Party shall have executed a joinder, in form and substance satisfactory to the Administrative Agent, to this Agreement.
(viii) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), counsel for each Belgian Loan Party and Belgian Loan Party shall have delivered opinions in form and substance reasonably satisfactory to the Administrative Agent.
(ix) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Loan Parties shall have delivered Account Control Agreements for each deposit account, commodities account and securities account of each Loan Party, in each case, other than with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Excluded Accounts.
(fx) Within 60 days On or prior to January 15, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), Borrowers the Loan Parties shall use commercially have lender loss payee and additional insured endorsements with respect to insurances maintained by the Loan Parties.
(xi) On or prior to January 15, 2022 (or, upon the reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Collateral Agent and the Revolving Loan Agent) shall have received an assignment of business interruption insurance for each location leased from a non-of the Loan Parties.
(xii) On or prior to April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower that (iand approved by the Administrative Agent), the Loan Parties shall comply with Section 7.01(m) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention with respect to vacate such location within six months after the Closing Dateobtaining collateral access agreements.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Post-Closing Obligations. (a) Within 5 Business Days of As an accommodation to the Borrower, the Administrative Agent and the Lenders have agreed to execute this Agreement and to make Loans on the Closing Date notwithstanding the failure by the Borrower to satisfy the conditions set forth below on or before the Closing Date. In consideration of such accommodation, the Lenders agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including those conditions set forth in Section 4.01, Holdings and the Borrower shall, and shall cause each other Loan Party to, satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (or such later date as agreed to by the Administrative Agent in its sole reasonable discretion), it being understood that (i) the Borrowers failure by Holdings or the Borrower to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall deliver constitute an immediate Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 4.02:
(i) Deliver to the Administrative Agent evidence, lender’s loss payable and additional insured endorsements in respect of the insurance policies required by Section 5.02 in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement Administrative Agent no later than ninety (as defined in the Purchase Agreement90) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of after the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole and reasonable discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(cii) Within 30 Deliver to the Administrative Agent Control Agreements with financial institutions, securities intermediaries and other Persons in order to perfect Liens by “control” (within the meaning of the applicable Uniform Commercial Code) in respect of Deposit Accounts, Securities Accounts and other Collateral pursuant to the Security Documents in form and substance reasonably satisfactory to the Administrative Agent no later than ninety (90) days of after the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole and reasonable discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(diii) Promptly following the Closing Date, the Borrowers shall use Use commercially reasonable efforts to record deliver to the assignment Administrative Agent a collateral access agreement in form and substance reasonably satisfactory to the Administrative Agent in respect of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to each data center facility or other location at which any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (server owned or such later date as agreed to leased by the Agent in its sole discretion), Obligors will Borrower or any other Loan Party is maintained no later than ninety (to the extent applicable to such jurisdiction90) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion days after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole and reasonable discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Blackline, Inc.)
Post-Closing Obligations. Obligors shall comply with the following post-closing obligations on or prior to the dates set forth below (or such other date as Agent shall agree):
(a) Within 5 Business Days Unless such Deposit Account is already subject to a Deposit Account Control Agreement in favor of Agent, to the Closing extent required pursuant to the Loan Agreement, on or before the date that is ninety (90) days after the Sixth Amendment Date (or such later date as agreed to by the Agent may consent to in writing in its sole discretion), the Borrowers shall deliver to Agent evidence, (i) a Deposit Account Control Agreement for each Deposit Account listed in form and substance Schedule 8.5 to the Loan Agreement or (ii) evidence reasonably satisfactory to Agent, Agent that such Deposit Accounts are not required to be subject to a Deposit Account Control Agreement pursuant to the Trademark Assignment Agreement (as defined in the Purchase Loan Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 On or before the date that is ninety (90) days of after the Closing Sixth Amendment Date (or such later date as agreed Agent may consent to in writing in its discretion), execute and deliver to Agent a pledge, in form and substance reasonably satisfactory to Agent, of 100% of the outstanding Equity Interests of Dutch CV Holdco (or, if the Obligors shall have consummated a Foreign Restructuring Transaction (or similar transaction) on or prior to such date and, in connection therewith, any other Subsidiary replaced Dutch CV Holdco as a direct Subsidiary of a U.S. Obligor, 100% of the outstanding Equity Interests of such Subsidiary) to secure the U.S. Direct Obligations; provided, that, in connection with foregoing, Obligors shall (i) deliver to Agent any certificates representing such Equity Interests, together with undated stock or other applicable transfer powers, executed in blank by a duly authorized officer of the applicable pledging Obligor, (ii) if requested by Agent in its sole discretion), the Borrowers shall deliver to Agent legal opinions relating to the matters described in this provision, which opinions shall be in form and substance substantially similar to the legal opinions delivered pursuant to Section 6.1(f) and otherwise in form and substance, and from counsel, reasonably satisfactory to Agent, and (iii) take such other action as Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. in good f▇▇▇▇ ▇▇▇▇▇ necessary or appropriate to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and perfect Agent’s security interest in such Equity Interests.
(c) Within 30 On or before the date that is ninety (90) days of after the Closing Sixth Amendment Date (or such later date as agreed Agent may consent to by the Agent in writing in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign execute and deliver to Agent an Intellectual Property Security Agreement with respect a pledge, in form and substance reasonably satisfactory to Agent, of 100% of the outstanding Equity Interests of The Safariland Group SPRL; provided, that such pledge shall not be required if on or before such date, The Safariland Group SPRL becomes a wholly owned Subsidiary of Dutch CV Holdco or one of its Subsidiaries (or, if the Obligors shall have consummated a Foreign Restructuring Transaction (or similar transaction) on or prior to such Intellectual Property and commence the process date, a fully owned Subsidiary of and use commercially reasonable efforts to pursue the recording any other Subsidiary replacing Dutch CV Holdco or one of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lendersreplacement Subsidiary’s Subsidiaries).
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Post-Closing Obligations. 9.1 The Company shall and the Purchaser shall cause the Company to, within 14 (afourteen) Business Day of Closing Date, make all necessary filings to (i) the jurisdictional Registrar of Companies under the Indian Companies Act, 2013 pursuant to the resignation of the relevant nominees of the Sellers from the Company Board and (ii) filings with all other Governmental Authorities where Sellers or Promoter, or their respective nominees on the Company Board, are identified or notified to ensure such identification/reference is removed.
9.2 Within 5 10 (ten) Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries all outstanding CCPS shall be converted into Equity Shares of the Obligors and Agent.
(c) Within 30 days Company basis the share capital of the Closing Date (or such later date Company on a Fully Diluted Basis as agreed to by set out in the Agent in its sole discretion), Updated Schedule V. 9A ACQUISITION OF SECOND TRANCHE SALE SHARES
9A.1 On the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Second Closing Date, the Borrowers Purchaser shall use commercially reasonable efforts acquire the Second Tranche Sale Shares from the Promoter for the Second Tranche Sale Consideration, to record be paid to the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (Promoter, which Second Tranche Sale Consideration shall be as defined set out in the Purchase Agreement) and Updated Schedule V.
9A.2 In the Patent Assignment Agreement (as defined in event the Purchase Agreement) respectively. Subject Purchaser fails to any Asset Disposition permitted honour its payment obligations under Section 10.2.6(e)Clause 9A.1, for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of Promoter shall have the reasonable request by Agent (or such later date as agreed right to by invoke the Agent in its sole discretion), Obligors will (BG – Second Tranche Sale Consideration to the extent applicable of such default. In the event the Promoter fails to such jurisdictiontransfer the Second Tranche Sale Shares in terms of Clause 9A.1, the Purchaser shall have the right to cause the transfer of the Second Sale Tranche Shares to itself in accordance with the Second Closing Escrow Agreement.
9A.3 The transfer of the Second Tranche Sale Shares shall occur on the Second Closing Date as per the terms of the Second Closing Escrow Agreement. The Promoter shall be deemed to have provided representations and warranties set out in Paragraphs 1 to 11.2 and paragraph 12 of Part A of Schedule IV (except as set out in paragraph 9) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, relation to the extent AgentSecond Tranche Sale Shares on the Second Closing Date as per the terms of the Second Closing Escrow Agreement, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs wherein references to the Obligors of doing so do not materially outweigh the benefits afforded Sale Shares shall be construed to be references to the LendersSecond Tranche Sale Shares.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Sources: Share Purchase Agreement
Post-Closing Obligations. (ai) Within 5 Business Days As promptly as practicable, and in any event within the number of days after the Effective Date specified on Schedule 7.01(s) (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later other date as agreed to specified by the Agent Administrative Agent), the Loan Parties will deliver all documents and take all actions set forth on Schedule 7.01(s), including without limitation, delivery of Loan Documents not delivered on the Effective Date, delivery of quality of earnings report, completion of Appraisal and Field Examination, delivery the Effective Date Borrowing Base Certificate and obtaining collateral access agreements in its sole discretion)favor of the Lenders from lessors under real property leased to the Loan Parties.
(ii) Not later than January 31, 2022, the Appraisal and the Field Examination shall have been completed, the Borrowers shall deliver to Agent evidencehave delivered the Effective Date Borrowing Base Certificate and quality of earnings report, in each case, in form and substance satisfactory to the Administrative Agent.
(iii) Not later than the date that is five (5) Business days after the deliverables required under clause (ii) have been received by the Administrative Agent, that the Trademark Assignment Agreement Loan Parties and the Agents shall make such modifications and amendments to the Loan Documents as may be reasonably required by the Agents in their discretion to reflect the results of the Appraisal, the Field Examination and the quality of earnings report.
(iv) The Borrower shall have engaged ▇▇▇▇▇▇▇ Consulting, LLC to assist in (x) re-modeling the Borrower’s historical financial statements on a monthly basis for the last twelve month period ended on the Effective Date LTM period and (b) Borrower’s projections, and, in each case, the Borrower shall deliver to the Administrative Agent such re-modeled financial statements and projections on or prior to January 31, 2022, in each case, in form and substance satisfactory to the Administrative Agent.
(v) The Borrower shall, within fifteen (15) days of the Effective Date (or, upon the reasonable discretion of the Administrative Agent, at such other date specified by the Administrative Agent), enter into a customary registration rights agreement (the “Registration Rights Agreement”) reasonably acceptable to WhiteHawk Finance LLC pursuant to which the Borrower will be required to file with and have declared effective by the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, to register for resale the Warrant Shares (as defined in the Purchase AgreementWarrant) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officerelated registrable securities.
(bvi) Within 15 days Each of the Closing Date following shall be delivered on or prior to January 31, 2022 (or or, upon the reasonable discretion of the Administrative Agent, at such later other date as agreed to specified by the Agent in its sole discretion)Administrative Agent): (x) Belgian Security Documents, (y) Dutch Security Documents, and (z) the Borrowers Loan Parties shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in have delivered a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Mortgage with respect to such Intellectual Property and commence each parcel of Material Real Estate, including Material Real Estate of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeNI Obligor, in each case, in form and substance satisfactory to the extent Administrative Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(evii) Within 60 days On or prior to January 31, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later other date as agreed to specified by the Agent in its sole discretionAdministrative Agent), enter into Deposit each Belgian Loan Party shall have executed a joinder, in form and substance satisfactory to the Administrative Agent, to this Agreement.
(viii) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such other date specified by the Administrative Agent), counsel for each Belgian Loan Party and Belgian Loan Party shall have delivered opinions in form and substance reasonably satisfactory to the Administrative Agent.
(ix) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such other date specified by the Administrative Agent), the Loan Parties shall have delivered Account Control Agreements for each deposit account, commodities account and securities account of each Loan Party, in each case, other than with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Excluded Accounts.
(fx) Within 60 days On or prior to January 15, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later other date as agreed to specified by the Agent in its sole discretionAdministrative Agent), Borrowers the Loan Parties shall use commercially have lender loss payee and additional insured endorsements with respect to insurances maintained by the Loan Parties.
(xi) On or prior to January 15, 2022 (or, upon the reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor discretion of the Administrative Agent, at such other date specified by the Administrative Agent), the Collateral Agent and the Revolving Loan Agent) shall have received an assignment of business interruption insurance for each location leased from a non-Borrower that of the Loan Parties.
(ixii) holds Inventory On or Equipment prior to January 31, 2022 (or, upon the reasonable discretion of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsAdministrative Agent, and (iiat such other date specified by the Administrative Agent), the Loan Parties shall comply with Section 7.01(m) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention with respect to vacate such location within six months after the Closing Dateobtaining collateral access agreements.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Post-Closing Obligations. (ai) Within 5 Business Days As promptly as practicable, and in any event within the number of days after the Effective Date specified on Schedule 7.01(s) (or, upon the reasonable discretion of the Closing Administrative Agent, at such other date specified by the Administrative Agent), the Loan Parties will deliver all documents and take all actions set forth on Schedule 7.01(s), including without limitation, delivery of Loan Documents not delivered on the Effective Date, delivery of quality of earnings report, completion of Appraisal and Field Examination, delivery the Effective Date Borrowing Base Certificate and obtaining collateral access agreements in favor of the Lenders from lessors under real property leased to the Loan Parties.
(or ii) Not later than March 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), the Appraisal and the Field Examination shall have been completed, the Borrowers shall deliver to Agent evidencehave delivered the Effective Date Borrowing Base Certificate and quality of earnings report, in each case, in form and substance satisfactory to the Administrative Agent.
(iii) Not later than the date that is five (5) Business days after the deliverables required under clause (ii) have been received by the Administrative Agent, that the Trademark Assignment Agreement Loan Parties and the Agents shall make such modifications and amendments to the Loan Documents as may be reasonably required by the Agents in their discretion to reflect the results of the Appraisal, the Field Examination and the quality of earnings report.
(iv) The Borrower shall have engaged ▇▇▇▇▇▇▇ Consulting, LLC to assist in (x) re-modeling the Borrower’s historical financial statements on a monthly basis for the last twelve month period ended on the Effective Date LTM period and (b) Borrower’s projections, and, in each case, the Borrower shall deliver to the Administrative Agent such re-modeled financial statements and projections on or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), in each case, in form and substance satisfactory to the Administrative Agent.
(v) The Borrower shall, on or before April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), enter into a customary registration rights agreement (the “Registration Rights Agreement”) reasonably acceptable to WhiteHawk Finance LLC pursuant to which the Borrower will be required to file with and have declared effective by the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, to register for resale the Warrant Shares (as defined in the Purchase AgreementWarrant) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officerelated registrable securities.
(bvi) Within 15 days Each of the Closing Date following shall be delivered on or prior to January 31, 2022 (or or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors Borrower and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to approved by the Agent in its sole discretion)Administrative Agent): (x) Belgian Security Documents, (y) Dutch Security Documents, and (z) the Borrowers Loan Parties shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in have delivered a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Mortgage with respect to such Intellectual Property and commence each parcel of Material Real Estate, including Material Real Estate of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeNI Obligor, in each case, in form and substance satisfactory to the extent Administrative Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(evii) Within 60 days On or prior to January 31, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), enter into Deposit each Belgian Loan Party shall have executed a joinder, in form and substance satisfactory to the Administrative Agent, to this Agreement.
(viii) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), counsel for each Belgian Loan Party and Belgian Loan Party shall have delivered opinions in form and substance reasonably satisfactory to the Administrative Agent.
(ix) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Loan Parties shall have delivered Account Control Agreements for each deposit account, commodities account and securities account of each Loan Party, in each case, other than with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Excluded Accounts.
(fx) Within 60 days On or prior to January 15, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), Borrowers the Loan Parties shall use commercially have lender loss payee and additional insured endorsements with respect to insurances maintained by the Loan Parties.
(xi) On or prior to January 15, 2022 (or, upon the reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Collateral Agent and the Revolving Loan Agent) shall have received an assignment of business interruption insurance for each location leased from a non-of the Loan Parties.
(xii) On or prior to April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower that (iand approved by the Administrative Agent), the Loan Parties shall comply with Section 7.01(m) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention with respect to vacate such location within six months after the Closing Dateobtaining collateral access agreements.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Post-Closing Obligations. (a) Within 5 Business Days With respect to each Property which becomes a Borrowing Base Property after the Effective Date, Borrowers shall, within sixty (60) days after the date on which such Property shall become a Borrowing Base Property, deliver to Agent (i) all Estoppel Certificates required pursuant to Section 4.03(c)(ii)(N) hereof with respect to such Property and (ii) a balance sheet of the Closing Date Borrowing Base Subsidiary which owns such Property dated as of the date that such Property is acquired by such Borrowing Base Subsidiary.
(b) As soon as practicable, but in any event, within ninety (90) days after the Effective Date, Borrowers shall deliver, at Borrowers’ sole cost and expense, to Agent a Survey for the Alameda Property dated no earlier than the Effective Date.
(c) As soon as practicable, but in any event, within thirty (30) days after the Effective Date, Borrowers shall deliver to Agent, at Borrowers’ sole cost and expense, a Phase I Environmental update or a new Phase I Environmental Site Assessment with respect to the Alameda Property, which shall be addressed to Agent and prepared by a qualified environmental consultant reasonably acceptable to Agent. In amplification of the foregoing, such later date as agreed to by the update or new assessment shall run in favor of Agent in its sole discretion)a manner reasonably acceptable to Agent such that Agent may rely on such report without the necessity of a reliance letter.
(d) As soon as practicable, but in any event, within sixty (60) days after the Effective Date, Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that Estoppel Certificates from Tenants at the Trademark Assignment Agreement Alameda Property which (as defined in when taken together with the Purchase Agreement) and Tenants at the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Alameda Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence which delivered Estoppel Certificates to Agent on or prior to the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeEffective Date) rent, in each casethe aggregate, to at least seventy five percent (75%) of the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that net rentable square footage of the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersAlameda Property.
(e) Within 60 As soon as practicable, but in any event, within thirty (30) days of after the Closing Date (or such later date Effective Date, Borrowers shall deliver to Agent an estoppel certificate from THR Chicago LLC in substantially the form attached hereto as agreed Exhibit X concerning the subject matter referred to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5thereon.
(f) Within 60 As soon as practicable, but in any event, within thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Effective Date, Borrowers shall use commercially reasonable efforts to deliver to Agent, at Borrowers’ sole cost and expense, a revised Survey for the Agent a Lien Waiver (which may be jointly in favor of North C▇▇▇▇ Property dated no earlier than the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Hines Real Estate Investment Trust Inc)
Post-Closing Obligations. Borrowers shall comply with each of the following additional covenants and requirements at all times prior to the payment in full of the Obligations, the failure of which would constitute an immediate Event of Default and termination of the forbearance provided for in Section 2 of this Agreement:
(a) Within 5 On the first Business Days Day of each week during the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Forbearance Period, the Borrowers shall deliver provide to Agent evidenceLender an updated cash flow forecast for Borrowers substantially in the form attached hereto as Exhibit A, as well as a cumulative comparison of actual results to prior cash flow projections delivered by Borrowers to Lender in form and substance satisfactory acceptable to Agent, that Lender. Any financial reporting or information provided to the Trademark Assignment Agreement (as defined in Closing Date Subordinated Creditor shall be provided contemporaneously to the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeLender.
(b) Within 15 days of Borrowers’ actual expenses for the Closing Date (or period covered in the cash flow forecast attached hereto as Exhibit A shall not exceed the budget amounts for such later date as expenses by more than 15% unless otherwise agreed to by the Agent Lender in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days Borrowers shall continue to use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a merger, acquisition, or similar material investment (a “Transaction”) in Borrowers as imminently as reasonably possible. Borrowers further agree to cooperate with Lender and potential acquirers and investors and to use reasonable best efforts to assist all parties in completing the Transaction. In addition, Borrowers shall continue to engage a financial advisor (the “Advisor”), reasonably acceptable to Lender to advise and represent Borrowers in relation to the Transaction until the earlier of the consummation of such Transaction or the payment in full of the Obligations. Borrowers shall provide to Lender any and all information and documentation provided to the Closing Date (Subordinated Creditor, including any information and documentation relating to a Transaction or potential Transaction, with such later date as agreed information and documentation provided to by the Agent in Lender contemporaneously with its sole discretion), the Borrowers shall deliver provision to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Closing Date Subordinated Creditor.
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as Unless otherwise agreed to by the Agent Lender in its sole commercially-reasonable discretion), Obligors will (Borrowers shall meet or exceed any milestone or deadlines established by the Advisor from time to the extent applicable time in relation to a Transaction, as such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (milestones or such later date as deadlines shall be agreed to by the Agent Lender and Borrowers from time to time in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use their commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datediscretion. 11.
Appears in 1 contract
Sources: Forbearance Agreement and Amendment to Credit and Security Agreement (Hooper Holmes Inc)
Post-Closing Obligations. (a) Within 5 ten (10) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have delivered (i) an original Intercompany Note, duly executed by the Credit Parties and their Subsidiaries, and (ii) in connection with the pledge of the Equity Interests owned by each Credit Party, an original stock certificate representing such pledged Equity Interests (to Agent evidencethe extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in form and substance satisfactory blank (and, to Agentthe extent any original stock or unit certificate previously issued to any Credit Party cannot be located, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officea lost stock or unit affidavit with respect to such stock or unit certificate).
(b) Within 15 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver use commercially reasonable efforts to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. obtain a Landlord Waiver and Personal Property Collateral Access Agreement with respect to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agenteach Material Leasehold Property.
(c) Within 30 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have obtained endorsements with respect to their insurance policies naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the Agent insurance endorsements satisfying the requirements set forth in extent required under Section 8.6.2(a)5.5.
(d) Promptly Within sixty (60) days following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed the Requisite Lenders shall approve), the Credit Parties shall have delivered a Control Agreement in respect of each Deposit Account, Securities Account and Commodity Account set forth on Annex 5 to the Security Agreement (other than Excluded Accounts), duly executed by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5applicable Credit Party and applicable financial institution.
(fe) Within 60 ninety (90) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), Borrowers the Credit Parties shall use commercially reasonable efforts to deliver have delivered (i) releases in respect of security agreements filed by Third Parties against Intellectual Property of Holdings or any of its Subsidiaries, (ii) a revised schedule to the Agent a Lien Waiver Copyrights Security Agreement (which may be jointly as defined in the Security Agreement) in form and detail suitable for filing in the United States Copyright Office and (iii) Intellectual Property Security Agreements (or their equivalent in any foreign jurisdiction) in favor of the Collateral Agent, duly executed by the applicable Credit Party, in respect of Intellectual Property of Holdings and any of its Subsidiaries registered in China or any other foreign jurisdiction that is a Material Jurisdiction.
(f) Within sixty (60) days of the Amendment No. 1 Effective Date (or such later date agreed by the Requisite Lenders), the Foreign Credit Parties shall have delivered to the Administrative Agent and the Revolving Loan Agent) for Required Lenders the documents set forth on Schedule 5.14, duly executed by each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateapplicable Foreign Credit Parties party thereto.
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 Business Days The phase I environmental site assessment for the Borrowing Base Property commonly known as Orchard Park located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ has identified that laboratory results for radon gas concentration indicate that levels of radon gas at such Borrowing Base Property are above the action level of 4.0 pCi/l, as established by the EPA. On or before the date that is sixty (60) days following the Closing Date, Borrower shall (a) engage an environmental consultant reasonably acceptable to the Agent to perform additional radon testing in the same areas as indicated in the original report, but under controlled conditions, and (b) deliver the report of such environmental consultant (including the test results) to Agent. Borrower shall undertake such additional action, including remedial action, as Agent may reasonably require if the radon level remains elevated above the action level described above.
(b) Borrower shall, no later than thirty (30) days following the Closing Date (or as such later date as agreed to may be extended by the Agent in its sole discretion), the Borrowers shall deliver either:
i. Deliver to Agent evidencethe following items:
(A) A deposit account control agreement duly executed by ▇▇▇▇▇ Fargo Bank, in form and substance satisfactory to AgentNational Association, the Subsidiary Guarantors that the Trademark Assignment Agreement have “TRS Lessee Operating Accounts” (as defined in the Purchase Cash Collateral Agreement) with ▇▇▇▇▇ Fargo Bank, National Association, and Agent in form and substance reasonably acceptable to Agent with respect to such TRS Lessee Operating Accounts for such Subsidiary Guarantors;
(B) Opinions of counsel to the Borrower and the Patent Assignment Guarantors addressed to the Agent and the Lenders covering such jurisdictions and matters as the Agent may reasonably request; and
(C) Such additional documentation or information or revisions to the Loan Documents as Agent may reasonably request. or
ii. Cause the occurrence of the following:
(A) The establishment by Borrower and the Subsidiary Guarantors of deposit accounts with KeyBank to replace such TRS Lessee Operating Accounts currently at ▇▇▇▇▇ Fargo Bank, National Association;
(B) The delivery to Agent of opinions of counsel to the Borrower and the Guarantors addressed to the Agent and the Lenders covering such jurisdictions and matters as the Agent may reasonably request;
(C) The delivery to Agent of an amendment to the Cash Collateral Agreement duly executed by Borrower and Guarantors, deposit account control agreements, as well as updated or new financing statements in connection therewith reasonably acceptable in form and substance to Agent and Borrower; and
(D) The delivery to Agent of such additional documentation or information or revisions to the Loan Documents as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeAgent may reasonably request.
(bc) Within 15 Borrower shall, no later than thirty (30) days of following the Closing Date (or as such later date as agreed to may be extended by the Agent in its sole discretion), deliver to Agent the Borrowers shall deliver following items:
i. A deposit account control agreement duly executed by KeyBank, the Subsidiary Guarantors that have “Propco Operating Accounts” and “Propco Collection Accounts” (as defined in the Cash Collateral Agreement) with KeyBank, and Agent in form and substance reasonably acceptable to Agent and Borrower with respect to such Propco Operating Accounts and Propco Collection Accounts for such Subsidiary Guarantors;
ii. Opinions of counsel to the Borrower and the Guarantors addressed to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. and the Lenders covering such jurisdictions and matters as the Agent may reasonably request; and
iii. Such additional documentation or information or revisions to that certain Intercompany Subordination Agreement, dated the Loan Documents as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentAgent may reasonably request.
(cd) Within 30 days of Borrower shall, no later than fifteen (15) Business Days following the Closing Date (or as such later date as agreed to may be extended by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that following: (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books property coverage certificate changed to designate the Manager, Blue Harbor Senior Living, as “Mortgagee” and records“Lenders Loss Payable”, not Loss Payee, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention commercial general liability certificates to vacate such location within six months after the Closing Datename KeyBank as additional insured.
Appears in 1 contract
Sources: Credit Agreement (New Senior Investment Group Inc.)
Post-Closing Obligations. 8.1 On and after Closing, the Seller shall be obliged to [***] deliver to the Purchaser any payment, notice, correspondence, information or enquiry in relation to the Specified Assets or transferred employees, which it receives.
8.2 The Seller and Purchaser both agree that the Seller’s Specified employees continues to have access to both Seller’s and Purchaser’s physical work locations during the term of this Agreement. The Seller continues to have umestricted access to reach out to Specified Employees during the term of this Agreement until the Specified Employee are deployed on Sonim projects. The Purchaser agrees that Specified Employees who are transferred under this Agreement could be deployed to projects other than those awarded by the Seller or its affiliates, with prior approval of the Seller’s representative in writing. Seller hereby states that such approval shall not be unreasonably withheld without valid reasons.
8.3 The Seller hereby agrees to specifically bear the cost of subscription towards Cloud Bees Accelerator Software which is expected to be due for renewal in the first quarter of year 2021. If Purchaser makes the payment for this specific software, the Seller agrees to reimburse the cost within [***] of making the payment and notifying the Seller.
8.4 The Purchaser hereby agrees to engage vendors who are providing technical man power to the Seller at the date of closing of this Agreement on the same terms and conditions and further undertakes to engage the pool of technical consultants working on the current projects at least for a period identified as last date for each of such projects. A list of such consultants along with associated vendor names and the costs of such consultants of the project is provided as part of Schedule H - Part B.
(a) Within 5 Business Days Seller undertakes that it shall not directly or indirectly solicit, induce, hire, recruit or encourage any of the Closing Date Specified Employees or Purchaser’s employees (hereinafter “Personnel”) to leave their employment directly or such later date indirectly either for themselves or for any other person or entity or its affiliate or group companies or customers or client (s) during the term of this Agreement and for a period of six months thereafter. Seller agrees that in the event of a breach of this undertaking, damages may not be an adequate remedy and Purchaser may wish to apply for an injunction or other form of interlocutory relief or to take other action. Nevertheless, the Seller shall pay to Purchaser liquidated damages (as is agreed to be a genuine pre-estimate of the loss likely to be suffered by Purchaser as a result) a sun1 representing the Agent gross amount payable to the person concerned during the last Three (3) months immediately prior to such employment but without prejudice to the other rights and remedies of Purchaser pursuant to this Agreement and at law. To pay the liquidated damages will not give the right to the breaching Party to continue the breach, i.e. the breaching Party will discontinue the breach immediately. Notwithstanding anything contained in its sole discretion)this clause, the Borrowers shall deliver Seller has a right to Agent evidenceapproach the Purchaser and make a request for taking back any of the Specified employee transferred under this Agreement, in form and substance satisfactory to Agent, that during the Trademark Assignment term of the Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
solicitation of employees shall be effected with mutual consent of both Parties. (b) Within 15 days In the event of an early termination of this Agreement, the Closing Date (or Seller has the right to solicit Specified Employees working on Seller’s projects at the time of such later date termination. However, Specified Employees who may be ramped down as per the agreed to plan shared by Seller with the Purchaser, such employees can be solicited by the Agent in its sole discretion), Seller upto a period of three months from the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as date of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined ramp down. The Specified Employees who may be ramped down in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly first three months after the Closing Date could be solicited upto a period of their intention to vacate such location within six months one (1) month after the Closing DateLock-Down period.
Appears in 1 contract
Sources: Asset Purchase & Employee Transfer Agreement (Sonim Technologies Inc)
Post-Closing Obligations. (a) Within 5 Business Days of 60 days after the Closing Effective Date (or such later date as agreed may be acceptable to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall deliver make available to the Administrative Agent evidence, title information in form and substance satisfactory reasonably acceptable to Agent, the Administrative Agent but consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties and Oil and Gas Properties are located covering enough of the Proved Reserves so that the Trademark Assignment Agreement Administrative Agent shall have received (as defined in together with title information previously delivered to the Purchase AgreementAdministrative Agent) and satisfactory title information on at least 80% of the Patent Assignment Agreement (as defined in total PV-9 of the Purchase Agreement) have been filed and recorded Borrowing Base Properties evaluated by the United States Patent and Trademark OfficeInitial Reserve Report.
(b) Within 15 60 days of after the Closing Effective Date (or such later date as agreed may be acceptable to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall, and shall cause each Loan Party party thereto to, deliver to the Administrative Agent an Deposit Account Control Agreements (in each case duly executed joinder from Honeywell Safety Products (Chuzhouand delivered by such Loan Party and the applicable depositary bank) Co. Ltd. to that certain Intercompany Subordination Agreement, dated covering each Deposit Account of such Loan Party existing as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentEffective Date (other than Excluded Accounts).
(c) Within 30 60 days of after the Closing Effective Date (or such later date as agreed may be acceptable to by the Administrative Agent in its sole discretion), the Borrowers Borrower shall, and shall cause each Loan Party party thereto to, deliver to the Administrative Agent insurance endorsements satisfying Securities Account Control Agreements (in each case duly executed and delivered by such Loan Party and the requirements set forth in Section 8.6.2(aapplicable securities intermediary) covering each Securities Account of such Loan Party existing as of the Effective Date (other than Excluded Accounts).
(d) Promptly following No later than the Closing LC Issuance Limit Step Down Date, the Borrowers Borrower shall use commercially reasonable efforts cause certain beneficiaries in respect of the Specified Letters of Credit to record approve of amendments, substitutions or replacements of the assignment applicable Specified Letters of Credit, such that the aggregate face amount of all material foreign Trademarks and Patents assigned to US Footwear under Letters of Credit or any substitute or replacement thereof issued by such Specified Issuing Bank shall not exceed the Trademark Assignment Agreement (as defined LC Issuance Limit of such Specified Issuing Bank in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly effect after the Closing Date of their intention to vacate such location within six months after the Closing LC Issuance Limit Step Down Date.. 860627.02-LACSR02A - MSW
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 Business Days Upon the occurrence of a Material Acquisition Change, the Borrower shall promptly seek to consummate an equity financing that will result in gross proceeds to the Borrower of at least $5,000,000 from the issuance and sale of its Capital Stock. To the extent the Net Working Capital of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Borrower is negative, the Borrowers shall deliver Collateral Agent may require the Borrower to Agent evidence, in form use the proceeds from such issuance and substance satisfactory sale of its Capital Stock to Agent, that restore the Trademark Assignment Agreement (as defined Net Working Capital balance to zero with any excess proceeds being used to repay the Obligations and the Convertible Note Obligations in the Purchase Agreement) and the Patent Assignment Agreement (as defined manner provided for in the Purchase Guaranty and Collateral Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 twenty (20) days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of following the Closing Date, among the ObligorsBorrower shall have entered into a third party source code escrow agreement for the escrow of the Borrower’s software with a software escrow agent identified by the Collateral Agent on terms and conditions satisfactory to, and for the benefit of, the Subsidiaries of the Obligors and Collateral Agent.
(c) Within 30 days At the request of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Collateral Agent, the Borrowers Borrower shall deliver take such actions as are necessary to cause the Agent insurance endorsements satisfying Borrower to be redomiciled in the requirements set forth in Section 8.6.2(a)United States by no later than December 31, 2019.
(d) Promptly Within ten (10) days following the Closing Date, Borrower shall have delivered to Collateral Agent (i) evidence of insurance complying with the requirements of Section 8.8 and (ii) separate certificates or policy language naming the Collateral Agent as an additional insured on all liability policies and lenders’ loss payee on all property policies for the business and properties of each Loan Party.
(e) Within thirty (30) days following the Closing Date, the Borrowers Collateral Agent shall use commercially reasonable efforts to record have received a duly executed Collateral Access Agreement, signed by each of the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e)applicable parties thereto, for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days all of the reasonable request by Agent properties where the Loan Parties presently conduct their business
(or f) Following the Closing Date, the Borrower and its Subsidiaries shall take such later date action, and execute such documents, as agreed to may be requested by the Collateral Agent in order to perfect its sole discretion), Obligors will Lien on the Collateral.
(g) The Collateral Agent agrees that the disclosure schedules to the extent applicable Merger Agreement shall, solely for purposes of any schedules to such jurisdictionArticle 6, constitute the disclosure schedules to this Agreement; provided, that, (i) sign the Borrower shall provide disclosure schedules specific to Article 6 of this Agreement within ten (10) days following the Closing Date and deliver (ii) the Borrower shall provide all schedules and exhibits to Agent an the Collateral Documents (including the Guaranty and Collateral Agreement, the Intellectual Property Security Agreement with respect to such and any documents referenced in the Guaranty and Collateral Agreement and Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSecurity Agreement).
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 Business Days of As an accommodation to the Borrower, the Administrative Agent and the Lenders have agreed to execute this Agreement and to make Loans on the Closing Date notwithstanding the failure by the Borrower to satisfy the conditions set forth below on or before the Closing Date. In consideration of such accommodation, the Lenders agree that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Loan Documents, including those conditions set forth in Section 4.01, Holdings and the Borrower shall, and shall cause each other Loan Party to, satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (or such later date as agreed to by the Administrative Agent in its sole reasonable discretion), it being understood that (i) the Borrowers failure by Holdings or the Borrower to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall deliver constitute an immediate Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 4.02:
(i) Deliver to the Administrative Agent evidence, lender’s loss payable and additional insured endorsements in respect of the insurance policies required by Section 5.02 in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement Administrative Agent no later than ninety (as defined in the Purchase Agreement90) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of after the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole and reasonable discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(cii) Within 30 Deliver to the Administrative Agent Control Agreements with financial institutions, securities intermediaries and other Persons in order to perfect Liens by “control” (within the meaning of the applicable Uniform Commercial Code) in respect of Deposit Accounts, Securities Accounts and other Collateral pursuant to the Security Documents in form and substance reasonably satisfactory to the Administrative Agent no later than ninety (90) days of after the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole and reasonable discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(diii) Promptly following the Closing Date, the Borrowers shall use Use commercially reasonable efforts to record deliver to the assignment Administrative Agent a collateral access agreement in form and substance reasonably satisfactory to the Administrative Agent in respect of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to each data center facility or other location at which any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (server owned or such later date as agreed to leased by the Agent in its sole discretion), Obligors will Borrower or any other Loan Party is maintained no later than ninety (to the extent applicable to such jurisdiction90) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion days after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole and reasonable discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Blackline, Inc.)
Post-Closing Obligations. Notwithstanding the conditions precedent set forth in Article 5 or any other provision of this Agreement, the Borrower has informed the Administrative Agent and the Lenders that certain of such items required to be delivered to the Administrative Agent or otherwise satisfied as conditions precedent to the effectiveness of this Agreement will not be delivered to Administrative Agent as of the Closing Date. Therefore, as an accommodation to Borrower (but subject to the other conditions set forth herein), the Administrative Agent and the Lenders have agreed to allow the Borrower to complete such conditions on a post-closing basis. In consideration of such accommodation, ▇▇▇▇▇▇▇▇ hereby agrees to take, and cause each other Loan Party to take, each of the actions described with respect to the following items (collectively, the “Post-Closing Obligations”), the Borrower shall deliver (or otherwise satisfy) each Post-Closing Obligation to the reasonable satisfaction of the Administrative Agent in the form, manner and time set forth hereunder for such Post-Closing Obligation or within such longer time or different form or manner as the Administrative Agent may reasonably agree.
(a) Within 5 Business Days thirty (30) days of the Closing Date (or Date, notwithstanding any contrary requirement for timing of such later date as agreed to by compliance under the Agent in its sole discretion)terms of Section 7.15, the Borrowers Borrower shall deliver cause any entity becoming a Subsidiary of any Loan Party pursuant to Agent evidencethe consummation of the Origin House Acquisition that would constitute a Material Subsidiary under Section 7.15 to comply with all requirements of Section 7.15 (including execution of any joinders, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officegrants or pledges or provision of any documentation required thereunder).
(b) Within 15 sixty (60) days of the Closing Date, and subject to the terms of Section 9.6, the Borrower shall use commercially reasonable efforts to establish DACA Agreements in form and substance acceptable to the Administrative Agent over operating Accounts existing as of the Closing Date.
(c) Within sixty (60) days of the Closing Date, the Borrower shall deliver to the Administrative Agent an executed OCN Subordination Agreement; provided that if the Administrative Agent does not deliver to the Borrower an initial draft of such OCN Subordination Agreement within five (5) Business Days of the Closing Date, such period shall be extended by the number of days from the Closing Date to the date such initial draft is delivered to the Borrower.
(d) Within sixty (60) days of the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretionmay agree), the Borrowers Borrower shall provide deliver to the Administrative Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in required by Section 8.6.2(a)7.7.
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement
Post-Closing Obligations. (a) Within 5 ten (10) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have delivered (i) an original Intercompany Note, duly executed by the Credit Parties and their Subsidiaries, and (ii) in connection with the pledge of the Equity Interests owned by each Credit Party, an original stock certificate representing such pledged Equity Interests (to Agent evidencethe extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in form and substance satisfactory blank (and, to Agentthe extent any original stock or unit certificate previously issued to any Credit Party cannot be located, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officea lost stock or unit affidavit with respect to such stock or unit certificate).
(b) Within 15 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver use commercially reasonable efforts to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. obtain a Landlord Waiver and Personal Property Collateral Access Agreement with respect to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agenteach Material Leasehold Property.
(c) Within 30 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have obtained endorsements with respect to their insurance policies naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the Agent insurance endorsements satisfying the requirements set forth in extent required under Section 8.6.2(a)5.5.
(d) Promptly Within sixty (60) days following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed the Requisite Lenders shall approve), the Credit Parties shall have delivered a Control Agreement in respect of each Deposit Account, Securities Account and Commodity Account set forth on Annex 5 to the Security Agreement (other than Excluded Accounts), duly executed by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5applicable Credit Party and applicable financial institution.
(fe) Within 60 ninety (90) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), Borrowers the Credit Parties shall use commercially reasonable efforts to deliver have delivered (i) releases in respect of security agreements filed by Third Parties against Intellectual Property of Holdings or any of its Subsidiaries, (ii) a revised schedule to the Agent a Lien Waiver Copyrights Security Agreement (which may be jointly as defined in the Security Agreement) in form and detail suitable for filing in the United States Copyright Office and (iii) Intellectual Property Security Agreements (or their equivalent in any foreign jurisdiction) in favor of the Collateral Agent, duly executed by the applicable Credit Party, in respect of Intellectual Property of Holdings and any of its Subsidiaries registered in China or any other foreign jurisdiction that is a Material Jurisdiction.
(f) Within sixty (60) days of the Amendment No. 1 Effective Date (or such later date as agreed by the Requisite Lenders), the Foreign Credit Parties shall have delivered to the Administrative Agent and the Revolving Loan AgentRequisite Lenders the documents set forth on Schedule 5.14, duly executed by each of the applicable Foreign Credit Parties party thereto.
(g) for each location leased from a non-The Borrower that (i) holds Inventory or Equipment of an aggregate value shall have paid to the Administrative Agent and the applicable Lenders the fees and expenses set forth in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsAmendment No. 2 Fee Letter, and (ii) for which within the Borrowers do not inform timeframes set forth in the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateAmendment No. 2 Fee Letter.
Appears in 1 contract
Post-Closing Obligations. (a) Within 5 ten (10) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have delivered (i) an original Intercompany Note, duly executed by the Credit Parties and their Subsidiaries, and (ii) in connection with the pledge of the Equity Interests owned by each Credit Party, an original stock certificate representing such pledged Equity Interests (to Agent evidencethe extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in form and substance satisfactory blank (and, to Agentthe extent any original stock or unit certificate previously issued to any Credit Party cannot be located, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officea lost stock or unit affidavit with respect to such stock or unit certificate).
(b) Within 15 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver use commercially reasonable efforts to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. obtain a Landlord Waiver and Personal Property Collateral Access Agreement with respect to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agenteach Material Leasehold Property.
(c) Within 30 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have obtained endorsements with respect to their insurance policies naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the Agent insurance endorsements satisfying the requirements set forth in extent required under Section 8.6.2(a)5.5.
(d) Promptly Within sixty (60) days following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed the Requisite Lenders shall approve), the Credit Parties shall have delivered a Control Agreement in respect of each Deposit Account, Securities Account and Commodity Account set forth on Annex 5 to the Security Agreement (other than Excluded Accounts), duly executed by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5applicable Credit Party and applicable financial institution.
(fe) Within 60 ninety (90) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), Borrowers the Credit Parties shall use commercially reasonable efforts to deliver have delivered (i) releases in respect of security agreements filed by Third Parties against Intellectual Property of Holdings or any of its Subsidiaries, (ii) a revised schedule to the Agent a Lien Waiver Copyrights Security Agreement (which may be jointly as defined in the Security Agreement) in form and detail suitable for filing in the United States Copyright Office and (iii) Intellectual Property Security Agreements (or their equivalent in any foreign jurisdiction) in favor of the Agent Collateral Agent, duly executed by the applicable Credit Party, in respect of Intellectual Property of Holdings and the Revolving Loan Agent) for each location leased from any of its Subsidiaries registered in China or any other foreign jurisdiction that is a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateMaterial Jurisdiction.
Appears in 1 contract
Post-Closing Obligations. To the extent not delivered on the Closing Date, the Credit Parties shall deliver (and, with respect to Mortgaged Property, use their commercially reasonable efforts to deliver) the following to the Administrative Agent (or where specifically referenced, the Collateral Agent) within the time period set forth for each item in this Section 7.16, unless such time period is otherwise extended by the Administrative Agent in its reasonable discretion:
(a) Within 5 Business Days of no later than 90 days following the Closing Date (unless waived or such later date as agreed to extended by the Administrative Agent in its sole reasonable discretion), an assignment and amended and restated Mortgage encumbering each Mortgaged Property, each duly executed and acknowledged by the Borrowers applicable Credit Party and each in form and substance reasonably satisfactory to the Collateral Agent;
(b) no later than 90 days following the Closing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), with respect to each Mortgaged Property, a date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against the Mortgaged Properties other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Mortgaged Property in favor of the Collateral Agent shall deliver continue to have the enforceability and priority in effect immediately prior to the Closing Date and shall be in form and substance reasonably acceptable to the Collateral Agent;
(y) no later than 90 days following the Closing Date (unless waived or extended by the Administrative Agent evidencein its reasonable discretion), if requested by the Collateral Agent, surveys with respect to the Mortgaged Properties in form and substance reasonably satisfactory to the Collateral Agent;
(z) no later than 90 days following the Closing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (a), (b) and (c) above;
(aa) no later than 90 days following the Closing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in Administrative Agent and shall cover the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts lien granted pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or Mortgages and such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.reasonably request;
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Post-Closing Obligations. Purchaser and Seller acknowledge that Seller will process coils and other materials (a"Flat Rock Coils") Within 5 Business Days for customers through the Closing Date at the Facilities. Purchaser will store the Flat Rock Coils for no charge for 180 days after the Closing Date. Seller and Purchaser shall agree upon Schedule 10.5 that lists all the Flat Rock Coils and any damages or problems to the same, after a mutual walk through inspection of the Flat Rock Coils on the Closing Date. For any Flat Rock Coils stored at the Facilities after such 180 day period, Seller shall be required to pay a market storage charge to Purchaser, payable upon receipt of Purchaser's invoice. Purchaser shall arrange for the shipment of the Flat Rock Coils to destinations designated by Seller. Purchaser shall be responsible for any damage to the Flat Rock Coils that would otherwise have been observable and was not noted in the mutual walk through inspection and that occurs after the Closing Date. A Transitional Services Agreement providing for the processing of coils, storage of coils and other transitional issues such as books and records access by Seller to enable it to collect accounts receivable shall be executed between Seller and Purchaser on the Closing Date (or such later date as agreed the "Transitional Services Agreement"). This Transitional Services Agreement shall also provide for (i) Purchaser's cooperation in implementation of the provisions of the Purchase Option Buy Back Agreement and a mechanism for payment to by Seller of the Agent in its sole discretion)Buy Back Fee, the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Option Buy Back Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) subject to Purchaser's completion of due diligence with respect to the Ispat Inland Contract and such terms in the Transitional Services Agreement as are acceptable to Purchaser, both of which shall be determined by Purchaser in its sole and absolute discretion, for which Purchaser, as subcontractor to process any work arising under the Borrowers do Storage and Processing Agreement dated April 2, 2002 between Ispat Inland, Inc. and Seller ("Ispat Inland Contract"). Purchaser shall not inform assume the Agent promptly after the Closing Date of their intention to vacate such location within six months after Ispat Inland Contract and it shall not be considered an "Assumed Liability." The Transitional Services Agreement shall be prepared and executed on the Closing Date. The Buy Back Fee (referenced above), if received by Purchaser, shall be promptly paid over to Seller.
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Sources: Acquisition Agreement (Reliance Steel & Aluminum Co)
Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date ninety (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement90) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.
(b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Funding Date, among the Obligors, the Subsidiaries of the Obligors and Agent.
(c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.
(f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agenti) fully executed Collateral Access Agreements for each location leased from a non-Borrower that (i) holds Inventory or Equipment listed on Part A of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, Schedule 7.19 and (ii) endorsements naming the Administrative Agent as additional insured (in the case of liability insurance) or Lender’s loss payee (in the case of hazard insurance) on behalf of the Secured Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(b) (i) Within two (2) Business Days of the Funding Date, deliver to the Administrative Agent all certificates evidencing any certificated Equity Interests of any Borrower, together with duly executed in blank and undated stock powers attached thereto and (ii) within forty-five (45) Business Days of the Funding Date, deliver to the Administrative Agent all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to any Pledge Agreement or any Security Agreement (excluding, for which the avoidance of doubt, certificates evidencing Equity Interests of the Borrowers do not inform which are required to be delivered pursuant to Section 7.19(b)(i)), together with duly executed in blank and undated stock powers attached thereto.
(i) Within five (5) Business Days of the Funding Date, deliver to the Administrative Agent promptly after a Qualifying Control Agreement for each deposit account listed on Part B of Schedule 7.19 and (ii) within thirty (30) days of the Closing Date Funding Date, deliver to the Administrative Agent a Qualifying Control Agreement for each deposit account and each securities account listed on Part C of their intention Schedule 7.19.
(d) Within the time periods set forth therefor on Part D of Schedule 7.19, deliver to vacate the Administrative Agent such location within six months after other documents, instruments, certificates or agreements as are listed on Part D of Schedule 7.19, in each case in form and substance reasonably satisfactory to the Closing Administrative Agent.
(i) Within thirty (30) Business Days of the Funding Date, deliver to the Lenders the B Warrants, duly executed and issued by the Parent, together with such documents of the type as are required under Section 5.02(f) as the Administrative Agent shall reasonably require in connection therewith and favorable opinions of counsel to the Parent in the form agreed to in the Warrant Issuance Agreement and (ii) contemporaneously with the occurrence of a Qualified Equity Offering, deliver to the Lenders the C Warrants, duly executed and issued by the Parent, together with such documents of the type as are required under Section 5.02(f) as the Administrative Agent shall reasonably require in connection therewith and opinions of counsel to the Parent, in the form agreed to in the Warrant Issuance Agreement.
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Post-Closing Obligations. (a) Within 5 No later than three (3) Business Days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), the Borrowers Loan Parties shall deliver have delivered to Agent evidencea Control Agreement, in form and substance reasonably satisfactory to AgentAgent and duly executed by Green Plains Trade and Bank of America, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.N.A., with respect to one or more Deposit Accounts maintained by Green Plains Trade with Bank of America, N.A.
(b) Within 15 No later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), the Borrowers Loan Parties shall deliver have delivered to the Agent an (i) a collateral assignment of Borrowers’ gas storage contracts with DTE Gas Company, duly executed joinder from Honeywell Safety Products by each Borrower party to any such gas storage contract, and (Chuzhouii) Co. Ltd. a duly executed acknowledgment of DTE Gas Company with respect to that certain Intercompany Subordination Agreementsuch collateral assignment, dated as all of the Closing Date, among the Obligors, the Subsidiaries of the Obligors which shall be in form and substance reasonably satisfactory to Agent.
(c) Within 30 No later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), the Borrowers Loan Parties shall have used commercially reasonable efforts to deliver collateral access agreements, landlord waivers or similar agreements, in any case, in form and substance reasonably satisfactory to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Agent, duly executed by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Seven Oaks LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Liquids Terminals LLC.
(d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement No later than thirty (as defined in the Purchase Agreement30) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.
(e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), enter into Deposit Account Control Agreements with respect the Loan Parties shall deliver or cause to any Deposit Accounts pursuant be delivered to the requirements Agent copies of Section 8.5.lender loss payable endorsements, additional insured endorsements and endorsements providing for thirty (30) 80
(fe) Within 60 No later than sixty (60) days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), Borrowers the Loan Parties shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (Subsidiary Loan Agreements between ▇▇ ▇▇▇▇▇ and each other Borrower, together which may be jointly such other Subsidiary Loan Documents as Agent shall have reasonably requested in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateconnection therewith.
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