Covenants Pending the Closing. The Company and the Buyer hereby covenant and agree that after the date hereof until the Closing (except as otherwise provided below) and except as otherwise agreed to in writing by the other party:
Covenants Pending the Closing. 35 4.1 Business in Ordinary Course of GBC................................35 4.2 Conforming Accounting and Reserve Policies; Restructuring Matters...........................................37 4.3 Business in Ordinary Course of Cathay Bancorp.....................38 ARTICLE V ADDITIONAL AGREEMENTS..........................................39
Covenants Pending the Closing. Each party shall take all ----------------------------- actions reasonably necessary or appropriate to ensure that the conditions to Closing set forth herein to be satisfied by such party or its Affiliates are satisfied on or prior to the Closing Date and to obtain (and cooperate with the other parties in obtaining) any Approvals required to be obtained or made by it in connection with any of the Transactions, except that such party shall not be required to accept any condition or take any action it in good faith believes to be commercially unreasonable under the circumstances. ___________ [*] Confidential Treatment Requested.
Covenants Pending the Closing. Section 7.1 Approvals; HSR Filing; Consents 100 Section 7.2 Commercially Reasonable Efforts 102 Section 7.3 Access to Premises and Information; Customers 102 Section 7.4 Conduct of Business 103 Section 7.5 Excluded Asset Transfer 107 Section 7.6 Transaction Documents 107 Section 7.7 Letters of Credit; Guaranties and Performance Bonds 108 Section 7.8 Carve-Out Accounts 108 Section 7.9 Financing 108 Section 7.10 Insurance Coverage 113 Section 7.11 Facility Security Clearances 114 Section 7.12 Transition Planning 117 Section 7.13 ITAR 119 Section 7.14 Interdependent Contracts 119 Section 7.15 IP Filings 119 Article VIII CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATIONS TO CLOSE EXECUTION VERSION Section 8.1 Closing 120 Section 8.2 Frustration of Closing Conditions 121 Article IX CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO CLOSE Section 9.1 Closing 121 Section 9.2 Frustration of Closing Conditions 122 Article X ADDITIONAL COVENANTS OF THE PARTIES Section 10.1 Publicity 123 Section 10.2 Access after Closing; Cooperation 123 Section 10.3 Cooperation in Litigation 126 Section 10.4 Tax Matters 126 Section 10.5 Bulk Sales Laws 135 Section 10.6 Use of the Company’s Name and Marks 135 Section 10.7 Non-Competition 135 Section 10.8 Non-Solicitation and Non-Hire 137 Section 10.9 Non-Interference 138 Section 10.10 DCAA Cooperation 138 Article XI INDEMNIFICATION
Covenants Pending the Closing. Except as otherwise provided herein, from and after the date hereof and until the Closing Date:
Covenants Pending the Closing. Section 7.1 Approvals 45 Section 7.2 Representations and Updates 45 Section 7.3 Commercially Reasonable Efforts 45 Section 7.4 Access to Premises and Information; Customers 45 Section 7.5 Conduct of Business 46 Section 7.6 Transaction Documents 46 Section 7.7 Letters of Credit; Guarantees and Performance Bonds 46 ARTICLE VIII ADDITIONAL COVENANTS OF THE PARTIES Section 8.1 Publicity 46 Section 8.2 Access after Closing 47 Section 8.3 Cooperation in Litigation 47 Section 8.4 Tax Matters 47 Section 8.5 Bulk Sales Laws 50 ARTICLE IX INDEMNIFICATION
Covenants Pending the Closing. Pending the Closing (a) neither UA, UAM nor Binan shall, without the other party's prior written consent, take any action that would result (i) in any of its representations and warranties contained in this Agreement not being true, correct and complete in all material respects or (ii) in any of its covenants contained in this Agreement being breached in any material respect; (b) UA, UAM and Binan shall each promptly advise the other party of any act or event of which it becomes aware that has the effect of making incorrect any of its representations or warranties or rendering unperformable any of such covenants; (c) UA and UAM shall use commercially reasonable efforts to fulfill the conditions set forth in Article V, Binan shall use commercially reasonable efforts to fulfill the conditions set forth in Article VI and each party shall each use commercially reasonable efforts to cause its respective representations and warranties to remain true and correct in all material respects as of the Closing Date; (d) UA, UAM or Binan shall not take any action nor execute any agreement or other document or instrument that creates any obligation or liability for the Partnership, UII Management or that creates any claim or charge against the Combined Ireland Interests or the Malta Interests or Israel Interests, except for actions duly authorized by the Management Committee of the Partnership or UII Management or by the written consent or approval of both Binan and UA or as provided in a letter agreement between UA and Binan dated August 31, 1998; and (e) Binan hereby agrees to, and agrees to cause its or its affiliates' representatives on the boards (or equivalent) of the companies comprising the Ireland Interests to, recuse itself and themselves from all deliberations by PHL or its subsidiaries and waives all rights to consent or approve with respect to (i) the reapplication for telecommunications licenses in Ireland, including the required business plans or (ii) the preparation and submission of a bid for CableLink. Neither PHL, UA, UAM nor their respective affiliates shall be obligated to share any information with Binan or its affiliates or representatives, including Xxxx Xxxxxxx, with respect to the matters described in the preceding sentence. On or prior to execution of this Agreement, Xxxx Xxxxxxx shall have resigned as chairman and CEO of PHL. Notices of Recusal relating to the foregoing shall have been delivered to PHL by Binan's representatives on the Board a...
Covenants Pending the Closing. Between the date hereof and the Closing, and except as otherwise consented to by Buyer in writing, Seller covenants to afford to Buyer full access to records, data and documents, pertaining to the Business and the Purchased Assets. Seller further covenants to operate the Business diligently in accordance with past practices and observe and perform all agreements and obligations to which Seller is legally obligated to perform in the course of operating the business or otherwise. Seller further covenants to maintain in good working order and condition all of the Purchased Assets pending the Closing.
Covenants Pending the Closing. 9 Section 5.1 Interim Operations of the Company..........................9 Section 5.2 Negative Covenants........................................10 Section 5.3
Covenants Pending the Closing. (a) From the date of this Agreement to the Closing Date, Xxxxxxx and Wave each agree that such party shall carry on its business (to the extent that it relates to Licensed Intellectual Property) in the usual, regular and ordinary course in substantially the same manner as heretofore conducted.
