Covenants of All Parties. The parties hereto agree that:
Covenants of All Parties. Each party agrees that:
Covenants of All Parties. SELLER hereby covenants to BUYER, and BUYER hereby covenants to SELLER that, from the date hereof until the Closing, such party shall cooperate fully with the other party in attempting to obtain all consents, approvals, permits, or authorizations which are required to be obtained pursuant to any federal or state law, or any federal or state regulation thereunder, for or in connection with the transactions described and contemplated in this Agreement.
Covenants of All Parties. Each of the parties hereto hereby covenants and agrees with the other parties as follows:
Covenants of All Parties. Acquiror, the Company and the Stockholders agree as follows (with respect to the Company's covenants, the Stockholders agree to use their best efforts to cause the Company to perform):
Covenants of All Parties. (a) Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly provided for herein, until the earlier of the Effective Time or the termination of this Agreement, each Party shall and shall cause each of its Subsidiaries to (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles (if applicable), (ii) preserve intact its business organization, goodwill, relationships with depositors, customers and employees, and Assets and maintain its rights and franchises, and (iii) take no action, except as required by applicable Law, which would (A) adversely affect the ability of any Party to obtain any Consents required for the transactions provided for herein without imposition of a condition or restriction of the type referred to in the last sentences of Sections 9.1(b) or 9.1(c) of this Agreement or (B) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.
(b) During the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, each of Progress and FPFI shall cause its Designated Representative (and, if necessary, representatives of any of its Subsidiaries) to confer on a regular and frequent basis with the Designated Representative of the other Party hereto and to report on the general status of its and its Subsidiaries’ ongoing operations. Each of Progress and FPFI shall permit the other Party hereto to make such investigation of its business or properties and its Subsidiaries and of their respective financial and legal conditions as the investigating Party may reasonably request. Each of Progress and FPFI shall promptly notify the other Party hereto concerning (a) any material change in the normal course of its or any of its Subsidiaries’ businesses or in the operation of their respective properties or in their respective conditions; (b) any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the institution or the threat of any material Litigation involving it or any of its Subsidiaries; and (c) the occurrence or impending occurrence of any event or circumstance that would cause or constitute a breach of any of the representations, warranties or covenants contained herein; and each of Progress and FPFI shall, and shall cause each of their respective Subsidiari...
Covenants of All Parties. Section 8.1 Filings; Other Action................................................................. 33 Section 8.2 Amendment of Schedules................................................................ 34 Section 8.3 Stockholder Employment Agreements..................................................... 34 ARTICLE IX Conditions Precedent of Acquiror........................................................................ 35 Section 9.1 Due Diligence......................................................................... 35 Section 9.2
Covenants of All Parties. During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time of the Merger, each of the parties hereto covenants and agrees as follows;
Covenants of All Parties. 37
7.1 Commercially Reasonable Efforts; Further Assurances. . .
Covenants of All Parties. 21 7.1 Best Efforts; Further Assurances..............................21 TABLE OF CONTENTS (CONTINUED) PAGE 7.2 Certain Filings...............................................21 7.3 Public Announcements..........................................21 7.4 Use of Business Names by Buyer................................21 7.5 Consents; Cooperation.........................................22
