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. 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. 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. 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 Section 8.1 Closing 120 Section 8.2 Frustration of Closing Conditions 121 Section 9.1 Closing 121 Section 9.2 Frustration of Closing Conditions 122 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
Covenants Pending the Closing. 12 Section 6.1 Interim Operations of the Company............................................12 Section 6.2
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
Covenants Pending the Closing. Except as otherwise provided herein, from and after the date hereof and until the Closing Date:
1. Seller will permit Buyer and its representatives (including its counsel and auditors), at reasonable times during normal business hours and in a manner which will not materially disrupt the Business, to have free and full access to examine and make copies of all Seller’s books and records pertaining to the Business, whether or not delivered to Buyer pursuant hereto (including, but not limited to, correspondence, corporate minutes and record books, memoranda, books of account, accountants’ work papers and the like), in order that Buyer may have full opportunity to make such investigation as it shall desire of the Business and the Seller Funds. Such access shall be subject to any and all confidentiality obligations of Seller thereto and any attorney-client privilege of Seller thereto. Seller will use its reasonable best efforts to allow Buyer access to the books and records of the Seller Funds’ service providers and the books and records of the Seller Funds. All information obtained by Buyer during such investigations shall be kept in confidence and shall be used and held as confidential and proprietary information pursuant to the terms and conditions of that certain Non-Disclosure & Non-Solicitation Agreement by and between Buyer and Seller, dated as of March 3, 2008.
2. Seller will continue to operate the Business in material compliance with applicable Laws and consistent with past practices and shall not take any action, or fail to take any action, which could be reasonably expected to have a material adverse effect on the Business or the Seller Funds.
3. Seller will not, directly or indirectly, solicit, encourage or facilitate the making or submission of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, including engaging in discussions or negotiations with any person with respect to any acquisition proposal or that could reasonably be expected to lead to an acquisition proposal. For purposes of this subsection, an “Acquisition Proposal” means any offer, proposal, inquiry or indication of interest regarding an acquisition, merger or other similar transaction with the Seller Funds.
4. Seller will use its reasonable best efforts to cause the conditions set forth in Section IV to be satisfied and to consummate the transactions contemplated by this Agreement as soon as reasonably possible and in an...
Covenants Pending the Closing. Seller and 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. 6.1 Conduct Through the Closing Date. [Intentionally omitted.]
Covenants Pending the Closing. Section 6.1 Approvals; HSR Filing; Consents 68 Section 6.2 Commercially Reasonable Efforts 70
