Covenants of Purchaser and Parent. Purchaser and Parent jointly and severally covenant and agree with Seller as follows:
Covenants of Purchaser and Parent. Each of Purchaser and Parent hereby covenants that from and after the date hereof and until the Closing or earlier termination of this Agreement:
Covenants of Purchaser and Parent. Purchaser and Parent shall have, or caused to be, performed and observed in all respects all covenants, agreements and conditions hereof to be performed or observed by them at or before the Closing Date.
Covenants of Purchaser and Parent. All of the covenants and agreements herein on the part of the Purchaser and Parent to be complied with or performed on or before the Closing Date shall have been fully complied with and performed.
Covenants of Purchaser and Parent. 5.01 Access Prior to the Closing Date. Purchaser and Parent will furnish to Seller, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Purchaser and Parent as such persons may reasonably request; provided, however, Seller shall not unreasonably interfere with the conduct of Purchaser’s Business. All information disclosed to Seller, its counsel, financial advisors, auditors and other authorized representatives pursuant to this Section 5.01 and otherwise in contemplation of the consummation of the transactions contemplated by this Agreement shall be subject to the terms of the Confidentiality Agreement.
Covenants of Purchaser and Parent. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of the Company, Purchaser and Parent shall carry on its respective business in the ordinary course consistent with past practice and with prudent banking practice. Purchaser will use all reasonable efforts to (x) preserve its present business organizations intact, (y) keep available the present services of its employees and (z) preserve for itself and the Company the goodwill of the customers of Purchaser and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as set forth in Section 5.03 of the Purchaser Disclosure Schedule or as otherwise contemplated by this Agreement or consented to in writing by the Company, whose consent shall not be unreasonably withheld or delayed, neither Purchaser nor Parent shall:
(a) declare or pay any dividends on, or make other distributions in respect of, any of its capital stock, except for the declaration and payment of regular cash dividends in such amount as Purchaser may determine, provided, however, that the Dividend Payout Ratio (as hereinafter
Covenants of Purchaser and Parent. 28 7.1. Interim Conduct of Business . . . . . . . . . . . . . . . . . . . . 28 7.2. Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 7.3. Consummation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 7.4. Xxxx-Xxxxx-Xxxxxx Consent . . . . . . . . . . . . . . . . . . . . . 29
Covenants of Purchaser and Parent. Each of Purchaser and Parent covenants and agrees with Sellers that Purchaser and Parent shall comply with all covenants and provisions of this Article VI except to the extent (i) the Sellers may otherwise consent in writing, (ii) otherwise required by applicable Law, or (iii) otherwise expressly required or permitted by this Agreement.
Covenants of Purchaser and Parent. Purchaser and Parent, jointly and severally, covenant and agree with Seller that, at all times from and after the date hereof until the Closing, Purchaser and Parent (if applicable) will comply with all covenants and provisions of this Article V, except to the extent Seller may otherwise consent in writing.
Section 5.1 Regulatory and Other Approvals. Purchaser and Parent will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser or Parent to consummate the transactions contemplated hereby, including without limitation those described in Sections 3.3 and 3.4 to the Purchase Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation to Seller in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Seller to consummate the transactions contemplated hereby. Purchaser or Parent, as applicable, will provide prompt notification to Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.
Covenants of Purchaser and Parent
