Post-Closing Undertakings Sample Clauses

Post-Closing Undertakings. 4.4.1. Within 5 (five) Business Days from the Closing Date, the Company and the Seller shall deliver all the requisite documents and/or information, as required by the Purchaser, for the Purchaser to report the downstream investment in the Company by filing Form DI, by way of the single master form on the Foreign Investment Reporting and Management System (▇▇▇▇▇://▇▇▇▇▇.▇▇▇.▇▇▇.▇▇) and relevant filings with the Foreign Investment Facilitation Portal (if any). The Parties shall cooperate and provide all reasonable assistance to the Purchaser for making such filing. 4.4.2. Within a period of 5 (five) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a copy of the beneficiary positions statement of the Company maintained by the depository participant of the Company, evidencing the ownership of the Purchaser to the Purchase Shares. 4.4.3. Within a period of 15 (fifteen) Business Days from the Closing Date, the Company shall deliver to the Purchaser, a updated valuation certificate from a practicing chartered accountant (on reliance basis), in Agreed Form determining the fair market value of the Purchase Shares determined in accordance with Section 56(2)(x) and Section 50CA and/or Section 43CA of the IT Act using prescribed method under Rule 11UAA and Rule 11UA of the Income-Tax Rules, 1962. 4.4.4. Within a period of 30 (thirty) Business Days from the Closing Date, the Seller shall deliver a certificate from a Big Four Accounting Firm, for the purposes of Section 281 of the IT Act and Section 81 of applicable Goods and Services Tax Act, 2017, in Agreed Form (on a reliance basis), giving the status of the pending Tax proceedings and any pending / outstanding tax dues against the Seller under the IT Act and stating that apart from those mentioned in the certificate, there no (a) Tax proceedings referred to in Section 281 of the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 pending against the Seller; (b) pending / open assessments / Litigations against the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017 (c) outstanding demands against the Seller from any Governmental Authority in respect of Tax on the Seller; and/or (d) notices that have been issued to the Seller under the IT Act and Section 81 of the applicable Goods and Services Tax, Act 2017, that would render the transfer of the Purchase Shares to the Purchaser void, and including a snapshot of the website of t...

Post-Closing Undertakings. Borrower will, and will cause each other Obligor to, comply with the requirements set forth on Schedule 10.1.22 within the time periods set forth therein (as any such period may be extended by Administrative Agent in its sole discretion).

Post-Closing Undertakings. The Credit Parties will ensure that all post closing undertakings as set forth in Schedule J (collectively, the “Post-Closing Undertakings”) have been satisfied within the time periods set forth therein and any failure to satisfy any of the Post-Closing Undertakings within the applicable time periods shall constitute an Event of Default.

Post-Closing Undertakings. (a) Within sixty (60) days after the Closing Date (or such other date as the Administrative Agent may agree in writing in its reasonable discretion), the Borrower, each Borrowing Base Loan Party and the Ultimate Parent shall have delivered to the Administrative Agent and the Collateral Agent, Account Control Agreements with respect to each Deposit Account and each Securities Account maintained by the Ultimate Parent, the Borrower or any Borrowing Base Loan Party, other than any Excluded Account, executed by such party and the relevant account institution; and (b) within the time periods specified on Schedule 5.16 (or such later date to which the Administrative Agent consents), comply with the provisions set forth in Schedule 5.16.

Post-Closing Undertakings. Unless the acts conducted in accordance with this Agreement, the matters provided under the Restructuring Framework Agreement or with the prior written consent of the Investor, the Guarantors separately and jointly undertake to the Investor that: upon Closing, 4.2.1 the Group shall comply with all applicable laws (including but not limited to the anti-corruption law and the trade control law) to ensure that each Group Company shall continue to operate legally, and obtain and maintain all governmental approvals, permits, filings and other permits and consents required for its operations, and shall use its best endeavors to obtain licenses, authorizations, approvals or filings required for its operation within the required period or such longer period as agreed upon by the Investors when the laws or governmental authorities of China expressly require the Group to obtain such licenses, authorizations, approvals or filings; 4.2.2 the Group shall take all necessary measures to protect and maintain the intellectual property rights it owns and use any intellectual property rights (including but not limited to trade name, trademark, domain name, integrated circuit layout design, patent, and office software) in a legal manner, including but not limited to: (1) submitting applications to competent authorities in a timely manner for trade name, trademark, and new technology for which the Group Company reasonably determines that intellectual property rights can be applied for; (2) consulting trademark attorney and/or agent in a timely manner for the trademarks that will continue to be used in future business operations and take reasonable measures to obtain corresponding trademark rights protection thereafter; and (3) adopting other reasonable and effective solutions for intellectual property rights for which the Group’s applications are finally rejected (for trademarks, including but not limited to submitting review applications or trademark administrative proceedings, submitting corresponding alternative trademarks for registration, acquiring trademarks from holders of earlier registered trademarks, or changing the corresponding brand name for trademarks for which the application for intellectual property rights ultimately fails), to ensure that the Group does not infringe on third-party intellectual property rights in the course of business operation, and shall take all effective measures to protect the Group’s intellectual property rights; 4.2.3 any intellectual p...

Post-Closing Undertakings. Within the time periods specified on Schedule 5.14 (or such later date to which the Required Lenders consent), comply with the provisions set forth in Schedule 5.14.

Post-Closing Undertakings. Within the time period specified on Schedule 6.10 (or such later date to which the Administrative Agent consents), comply with the provisions set forth in Schedule 6.10.

Post-Closing Undertakings. Within (a) Following the Closing Date, within the time periods specified on Schedule 6.16 hereto (as each may be extended by the Blackstone Credit Representative in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 6.16 hereto. (b) Within sixty (60) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Loan Parties shall cause each such Subsidiary that is not an Excluded Subsidiary as of the Third Amendment Effective Date, including any Subsidiary organized, formed or incorporated in Canada or the United Kingdom, to (i) duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement{, in form and substance reasonably satisfactory to the Blackstone Credit Representative, }guaranteeing the Obligations and a joinder or supplement to the applicable Collateral Documents (or enter into separate security documents governed by the laws of the UK or Canada, as applicable, in each case, for purposes of granting security over the Collateral of such Subsidiary), (ii) (if not already so delivered) deliver certificates representing the Pledged Interests of each such Subsidiary (if any) held by the applicable Borrower Party accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to any Borrower Party indorsed in blank to the Collateral Agent, together with, supplements to the Security Agreement and (iii) deliver any additional documentation required pursuant to Section 6.12 and under the other Loan Documents. (c) Within thirty (30) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Borrower shall cause to be delivered to the Blackstone Credit Representative and the Collateral Agent or legal counsel representing the Blackstone Credit Representative and the Collateral Agent insurance certificates and endorsements to the general liability, cyber and property insurance policies of the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, in form and substance {reasonably satisfactory to the Blackstone Credit Representative and }the Collateral Agent, pursuant to which the Collateral Agent is listed as additional insured (with respec...

Post-Closing Undertakings. The Borrower will ensure that all post-closing undertakings as set forth in Schedule 6.3 (the “Undertakings”) have been satisfied within the time periods set forth therein and any failure to satisfy any of the Undertakings within such applicable time periods will constitute an Event of Default.