Interim Actions In the case of a Material Default that causes continuing damages to the Sellers for which indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all such damages, the Sellers and the Purchasers shall cooperate in good faith to implement appropriate interim actions to mitigate such damages until the Corrective Action Plan is finalized. The parties shall develop and implement such interim actions on timelines that are commensurate with the severity of the harm and that take into account the risks to the Sellers of delay. The Purchasers shall use reasonable best efforts to mitigate the adverse consequences on the Sellers of the Material Default until the Correction Action Plan is finalized.
Company Actions The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.
Board Actions Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.
Regulatory Actions The following provisions shall be applicable to the parties to the extent that they are required to be included in employment agreements between a savings bank and its employees pursuant to Section 563.39(b) of the Office of Thrift Supervision (“OTS”) Rules and Regulations, 12 C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement, including without limitation Section 5 hereof.
Third Party Actions If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and
Class Action Filings The Sub-Adviser is not responsible for making any class action filings on behalf of the Trust.
CLASS ACTIONS The Custodian shall use its best efforts to identify and file claims for the Fund(s) involving any class action litigation that impacts any security the Fund(s) may have held during the class period. The Trust agrees that the Custodian may file such claims on its behalf and understands that it may be waiving and/or releasing certain rights to make claims or otherwise pursue class action defendants who settle their claims. Further, the Trust acknowledges that there is no guarantee these claims will result in any payment or partial payment of potential class action proceeds and that the timing of such payment, if any, is uncertain. However, the Trust may instruct the Custodian to distribute class action notices and other relevant documentation to the Fund(s) or its designee and, if it so elects, will relieve the Custodian from any and all liability and responsibility for filing class action claims on behalf of the Fund(s). In the event the Fund(s) are closed, the Custodian shall only file the class action claims upon written instructions by an authorized representative of the closed Fund(s). Any expenses associated with such filing will be assessed against the proceeds received of any class action settlement.
Bankruptcy Actions Promptly following the date hereof, the Sellers shall file with the Bankruptcy Court a form of order or orders pursuant to Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code in form and substance acceptable to the Purchaser in its reasonable discretion (the "Sale Order") (v) ruling pursuant to Federal Rule of Bankruptcy Procedure 6004(g) that the Closing of the Contemplated Transactions may take place within 10 days of the entry of the Sale Order, (w) authorizing, directing and approving the sale of the Assets to the Purchaser pursuant to this Agreement, the assumption, cure by Sellers and assignment to Purchaser of the Assumed Contracts (including the Real Property Leases) and the entering into of the Time Brokerage Agreement by the Sellers, (x) approving the terms of this Agreement and the terms of the Time Brokerage Agreement, (y) providing that the Common Stock shall only be permitted to be transferred to creditors of the Sellers in accordance with the requirements of Section 1.6(a); and (z) making the following findings: (i) the Bankruptcy Court has "core" jurisdiction over the Chapter 11 Case; (ii) due and proper notice of the sale of the Assets and to the Purchaser has been given to all parties entitled thereto in accordance with all applicable provisions of the Bankruptcy Code, any rules thereunder and orders of the Bankruptcy Court; (iii) that the Bankruptcy Administrative Officer has complied with all requirements imposed on it by any order of the Bankruptcy Court relating to the sale of the Assets (iv)the Assets are property of Sellers' estate, within the meaning of Section 541 of the Bankruptcy Code, and that upon entry of the Sale Order, the Sellers will have the power to convey the property to the Purchaser; (v) for each Encumbrance on the Assets and that does not constitute a Permitted Encumbrance or an Assumed Liability, a subsection of Section 363(f) of the Bankruptcy Code applies, and, upon consummation of the transactions contemplated by this Agreement, the Assets will be sold to the Purchaser free and clear of such Encumbrances; (vi) the Assets have been reasonably marketed, and the offer of the Purchaser is the best offer received by the Sellers' estate and, accordingly, it is in the best interest of the Sellers' estate and its creditors that the sale of the Assets to the Purchaser be approved; (vii) that each Assumed Contract (including each Real Property Lease) has been assumed by Sellers, the cure claims relating to such Assumed Contracts have been determined and payable by Sellers, and Sellers may assign such Assumed Contracts to Purchaser (viii) the Purchaser is acting in good faith, and is entitled to the protections of a Purchaser under Section 363(m) of the Bankruptcy Code, which Section applies to the transactions contemplated by this Agreement and reversal or modification of the Sale Order on appeal will not affect the validity of the sale of the Assets to the Purchaser; (ix) each objection to the sale of the Assets to the Purchaser has either been withdrawn with prejudice or is specifically overruled on the merits; (x) any competitive bidding in connection with the sale of the Assets has been non-collusive and the sale of the assets to the Purchaser may not be set aside under Section 363(n) of the Bankruptcy Code; (xi) the Contemplated Transactions are exempt from transfer taxes pursuant to Section 1146(c) of the Bankruptcy
Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Necessary Actions Subject to the terms and conditions herein provided, each of the parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and/or directors of GG or GOLF, as the case may be, shall take all such necessary action.
