Post-Closing Undertakings Sample Clauses

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. 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. 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 (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 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. 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. 9.1 The Purchaser acknowledges that the Seller and the RBS Seller may need access, from time to time after Closing, to certain accounting and tax records and information held by the Target Companies to the extent such records and information pertain to events occurring prior to Closing. Accordingly, the Purchaser agrees that it shall, and shall cause the Target Companies to: (a) subject to the requirements of applicable law, properly retain and maintain (in the form such records are held as at Closing, or in substantially similar form) such records until the earlier of the date that is seven years after Closing and such time as the Seller, the RBS Seller and the Purchaser agree that such retention and maintenance is no longer necessary; (b) allow the Seller, the RBS Seller and their respective Representatives upon reasonable notice and so as to minimise any disruption caused to the business activities being carried on by the Target Companies to inspect, review and make copies of such records as the Seller may deem reasonably necessary or appropriate from time to time, during Working Hours and at the expense of the Seller or RBS Seller (as appropriate); (c) without prejudice to clause 9.1(b), provide reasonable assistance to the Seller and the RBS Seller to meet their respective tax compliance, filing and/or reporting obligations with respect to the Target Companies by providing information relating to the financial activities of the Target Companies in respect of the period prior to Closing, including financial statements of the Target Companies for the financial year in which Closing takes place; and (d) provide such other reasonable assistance and information as may reasonably be requested by the Seller or the RBS Seller in order to comply with any tax compliance, filing and/or reporting obligations. 9.2 For six years from the Closing Date, save to the extent such provisions are inconsistent with applicable law, the Purchaser shall procure that any indemnity and/or immunity provisions contained in the memorandum and articles of association (or similar constitutional documents) of each Target Company of which a Covered Person was an employee, officer or director immediately prior to Closing are not amended, repealed or modified in any manner that would affect adversely the rights of any Covered Person in any material respect. 9.3 For six years from Closing, the Purchaser shall procure that each Target Company maintains in force such “run-off” directors’ a...

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.