Covenants of the Parties. The parties hereto agree that:
Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser:
(i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates;
(ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold;
(iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer;
(iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases;
(v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purch...
Covenants of the Parties. (a) The Seller hereby agrees:
(i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Purchaser; and
(ii) to deposit with the Escrow Agent the following: a fully executed copy of the SPA; a certificate representing the thirty-five percent of the Shares issued by Purchaser to the Seller pursuant to the SPA; and a Stock Power executed by the Seller in favor of Purchaser with the number of shares to be filled in by the Escrow Agent which number of shares shall cover the number of shares required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA;
(iii) upon Purchaser’s satisfaction of its obligations under the SPA and this Agreement, Seller shall send written notice affirming same to the Purchaser and the Escrow Agent;
(iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request);
(v) and acknowledges that the Purchaser shall be acting as the Escrow Agent hereunder, and further acknowledges and hereby waives any potential conflict of interest resulting from the Pruchaser also acting as the Escrow Agent hereunder.
(b) Purchaser hereby agrees:
(i) that the SPA shall be considered closed for all purposes effective as of June 17, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery by the Escrow Agent to the Purchaser of such number of Shares as required to cover any adjustment as set forth in the SPA; and
(ii) to deposit with the Escrow Agent a fully executed copy of the SPA;
(iii) upon Seller’s satisfaction of its obligations under the SPA and this Agreement, Purchaser shall send written notice affirming same to the Seller and the Escrow Agent; and
(iv) that the Escrow Agent is hereby authorized and directed to release to the Purchaser such number of Shares as shall be required to be delivered to the Purchaser in the event of an Adjustment as specified in the SPA (which Shares shall be released and delivered to the Purchaser within no later than 15 days following Purchaser’s request ).
Covenants of the Parties. Buyer and Seller covenant and agree as follows:
Covenants of the Parties. Each of the Parties hereto agrees that:
Covenants of the Parties. The parties hereto agree as follows with respect to the period from and after the execution of this Agreement.
Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date).
5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby.
5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein.
5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information a...
Covenants of the Parties. 10.1 ISO represents and warrants to Owner as follows:
10.1.1 The ISO is a validly existing corporation with full authority to enter into this Agreement.
10.1.2 The ISO has full power and authority to enter into this Agreement and perform all of the ISO’s obligations, representations, warranties, and covenants under this Agreement.
10.1.3 The ISO has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of the ISO.
10.1.4 The ISO has all regulatory authorizations necessary for it to perform its obligations under this Agreement.
10.1.5 The execution, delivery, and performance of this Agreement are within ISO’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it.
10.2 Owner represents and warrants to ISO as follows:
10.2.1 Owner is duly organized, validly existing and in good standing under the Laws of the jurisdiction under which it is organized, and is authorized to do business in New York.
10.2.2 Owner has full power and authority to enter into this Agreement and to perform (directly, or through its agents and assigns that are authorized pursuant to Section 11.1 of this Agreement) all of Owner’s duties, obligations, representations, warranties, and covenants under this Agreement, including the power to offer Energy, Unforced Capacity, and Ancillary Services from each RMR Generator, and to operate, maintain, and administer each RMR Generator, all in accordance with (a) the ISO Tariffs, (b) this Agreement, and (c) the ISO Procedures.
10.2.3 Owner has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Owner.
10.2.4 Owner possesses, or has applied for, all regulatory authorizations, necessary for it to perform its obligations under this Agreement.
10.2.5 The execution, delivery, and performance of this Agreement are within the Owner’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it.
10.2.6 Owner is not in violation of any Laws, ordinances, or governmental rules, regulations or Order of any Governmental Authority or arbitration board materially affecting the perfor...
Covenants of the Parties. The parties hereto hereby covenant and agree as follows:
