conducted. The rendering of the decision by the arbitrator within the aforesaid period of time is a condition to the parties' obligation to pay the fees of the arbitrator. Within two days after designation of the arbitrator, PhoneTel and Sellers' Representatives shall notify the Escrow Agent of his identity.
(c) The powers of the arbitrator shall include, but not be limited to, the awarding of injunctive or other equitable relief but shall not include the power to modify or amend in any respect the provisions of this Escrow Agreement. The arbitrator shall include in any award the amount of the reasonable attorneys' fees and expenses and all other reasonable costs and expenses of the arbitration incurred by the prevailing party and a direction that it be paid by the other party within ten days after the making of such award. In the event that the arbitrator does not rule in favor of the prevailing party in respect of all the claims alleged by such party, the arbitrator shall include in any award the portion of the amount of the reasonable attorneys' fees and other expenses of the arbitration incurred by the prevailing party as the arbitrator deems just and equitable under the circumstances, together with a direction that such amounts be paid by the other party within ten days thereof. Except as provided above, each party shall bear his or its own attorneys' fees and expenses and the parties shall bear equally all other costs and expenses of the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(d) Nothing contained in this Section 14 shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction for interim or provisional relief pending establishment of the arbitral tribunal and the arbitral tribunal's determination of the merits of the dispute to protect the rights or property of that party or to compel another party to comply with its obligations under this Escrow Agreement during the pendency of the arbitration proceedings.
conducted. For purposes of this Agreement, the "Ordinary Course of Business" shall consist of the banking and related businesses as presently conducted by BANCORP and BANK and permitted under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), the California Financial Code, the Federal Deposit Insurance Act, the Small Business Investment Act of 1958, as amended (the "SB Act") and other laws applicable to BANCORP and BANK and in compliance with the Memorandum of Understanding dated October 31, 1997, among the FDIC, the DFI and BANK and the Memorandum of Understanding dated November 6, 1995, between the Board of Governors of the Federal Reserve System (the "FRB") and BANCORP (collectively, the "MOUs" and individually, the "MOU").
1. Unless PACIFIC has given its previous written consent to any act or omission to the contrary, or unless BANCORP and BANK are otherwise required by law or regulation to act or refrain from so acting, BANCORP and BANK each shall, through the Effective Date:
A. use its best efforts to preserve its business and business organizations intact;
B. use its best efforts to preserve the goodwill of customers and others having business relations with it and take no action that would materially impair the benefit to PACIFIC of the goodwill of BANCORP and BANK, or the other benefits of the Merger;
C. consult with PACIFIC as to the making of any decisions or the taking of any actions in matters other than in the Ordinary Course of Business;
D. maintain its properties in customary repair, working order and condition (reasonable wear and tear excepted);
E. use its best efforts to maintain deposits at the levels as of the date of this Agreement and use its best efforts to cause its directors to maintain its current deposits provided BANK is paying market rates;
F. comply in all material respects with all laws, regulations and decrees applicable to the conduct of its businesses;
G. keep in force at not less than its present limits all policies of insurance (including deposit insurance of the FDIC) and shall not add to or delete any such policy without the prior written consent of PACIFIC which shall not be unreasonably withheld;
H. use its best efforts, subject to Section 3.1(h), to keep available to PACIFIC the services of its present officers and employees (it being understood that BANCORP and BANK shall have the right to terminate the employment of any officer or employee in accordance with its established employment procedures);
I. comply w...
conducted. Each of GD Sub and GDSC has taken all corporate action necessary to authorize its execution, delivery and performance of this Agreement. Each of GD Sub and GDSC has full corporate power and authority to enter into this Agreement and carry out the terms hereof. This Agreement has been duly executed and delivered by GD Sub and GDSC and is binding upon and enforceable against each of them in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies.
conducted. Each of the Kalitta Companies is qualified to do business as a foreign corporation and is in good standing in each state, nation or other jurisdiction listed on the Disclosure Schedule, being each state, nation or other jurisdiction wherein the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except for any state, nation or other jurisdiction where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Kalitta Companies.
(b) American International Cargo ("AIC") is a co-partnership organized pursuant to and presently existing under the laws of the State of Michigan under a revised and restated partnership agreement (the "AIC PARTNERSHIP AGREEMENT") dated September 29, 1994. AIC has the partnership power to carry on its business as it has been and is now being conducted. The only co-partners of AIC are AIA and Pacific Aviation Logistics, Inc., a California corporation, wholly-owned by Beti Ward. XIA owns a 60% interest in AIC's net income, in its capital accounts, and in the partnership shares or interests of AIC for purposes of determining management decisions under Section 5.1 of the AIC Partnership Agreement. AIC is qualified to do business and is in good standing in each state, nation or other jurisdiction listed on the Disclosure Schedule, being each state, nation or other jurisdiction wherein the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except for any state, nation or other jurisdiction where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Kalitta Companies. The AIC Partnership Agreement has not been amended, and remains in full force and effect without uncured default by either co-partner. The Kalitta Companies have previously provided a true and correct copy of the AIC Partnership Agreement to Kitty Hawk.
conducted. To the Company's knowledge, except as disclosed in the SEC Documents neither the Company nor any of its subsidiaries is infringing upon or in conflict with any right of any other person with respect to any Intangibles. Except as disclosed in the SEC Documents, no adverse claims have been asserted by any person to the ownership or use of any Intangibles and the Company has no knowledge of any basis for such claim.
conducted. Each of TSG2 and TSG2 Management is duly licensed or qualified under the laws of, and is in good standing in, each jurisdiction where, because of the nature of its activities or properties, such licensing or qualification is required, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have an ASF Material Adverse Effect.
conducted. The Company is duly qualified and in good standing to do business in Louisiana and in each other jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Material Adverse Effect. Sellers have prior to the execution of this Agreement made available to Buyer true and complete copies of the Organizational Documents, each as amended to date, of the Company. All corporate records of the Company (which have been made available for inspection by Buyer prior to the date hereof) are true and complete.
conducted. Borrower shall give Lender thirty (30) days prior written notice of any proposed change in its corporate name, which notice shall set forth the new name and Borrower shall deliver to Lender a copy of the amendment to the Certificate of Incorporation of Borrower providing for the name change certified by the appropriate government authority of the jurisdiction of incorporation of Borrower as soon as it is available.
conducted. True and complete copies of the Articles of Incorporation and Bylaws of each Subsidiary of Professionals Group, as in effect on the date of this Agreement, have previously been made available by Professionals Group to PPTF.
(c) A record of all corporate action taken by the stockholders and Board of Directors (including committees thereof) of Professionals Group and each Subsidiary of Professionals Group, and complete and accurate copies of all of their respective proceedings and actions by written consent, and all minutes of their respective meetings, are contained in the respective minute books of Professionals Group and each Subsidiary of Professionals Group. The minute books and stock ledgers of Professionals Group contain an accurate and complete record of all issuances, transfers and cancellations of shares of capital stock of Professionals Group. The minute books and stock ledgers of each Subsidiary of Professionals Group contain an accurate and complete record of all issuances, transfers and cancellations of shares of capital stock of such Subsidiary of Professionals Group. PPTF has been given access to and an opportunity to review all such minutes, minute books and stock ledgers.
conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary. Schedule 4.01(a) sets forth the jurisdictions in which the Company is so qualified.
