Further Agreements of the Parties. Each of the Enterprise Parties covenants and agrees with the Underwriters:
Further Agreements of the Parties. (a) Each of the Trust and Selling Unitholder Parties agree:
(i) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the last Delivery Date except as permitted herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by it with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Offered Units; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Offered Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
(ii) To furnish promptly to each of the Representatives and to counsel for the Underwriters a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;
(iii) To promptly deliver or make available to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) each Preliminary Prospectus, th...
Further Agreements of the Parties. Medical Sponsor will require all employees providing services at SBHC and the employees of all sub- contractors providing any services to patients to undergo criminal background checks. Notwithstanding the foregoing, Medical Sponsor agrees that upon District’s request and at District’s expense, each employee of Medical Sponsor or sub-contractor who works in the SBHC may be subject to another criminal background check similar to that which District is legally obligated to perform on any new employee. Medical Sponsor agrees to cooperate with District in obtaining authorizations from such employees consenting to such background checks. Medical Sponsor agrees to honor any request by District to not use any individual to provide services in the SBHC based on the results of the background check.
Further Agreements of the Parties. 28 9.1 Employees. . . . . . . . . . . . . . . . . . . . . . 28 9.2 Nondisclosure. . . . . . . . . . . . . . . . . . . . 29 9.3.
Further Agreements of the Parties. 5.1 Conduct of Business Prior to Closing.
(a) Except as provided in Section 5.1(b) or Section 5.14, from the Effective Date through the Closing, the Shareholders shall cause the Company and each Purchased Subsidiary to carry on its business in the ordinary course and consistent with prior practice. Without limiting the foregoing, except as contemplated by this Agreement, the Shareholders shall cause the Company and each Purchased Subsidiary to:
(i) use all reasonable efforts to preserve intact its business and assets;
(ii) use all reasonable efforts to preserve its present relationships with suppliers, distributors and customers;
(iii) maintain its accounting policies and its books, accounts and records in the usual and ordinary manner;
(iv) maintain its assets in good repair and operating condition, ordinary wear and tear excepted;
(v) maintain its Insurance Policies as in effect on the date hereof; and
(vi) make no material change in the character of its business. Without limiting the foregoing, except as contemplated by this Agreement, the Sellers shall not permit the Company or any Purchased Subsidiary to do any of the following or to enter into any contract, agreement, commitment or arrangement to do any of the following:
(i) except with respect to the transactions contemplated by this Agreement, incur or become subject to, or agree to incur or become subject to, any liability (whether secured or unsecured, accrued, absolute, contingent or otherwise), except
(a) any such liabilities incurred in the ordinary course of its business, consistent with past practice, the outstanding amount of any of which shall not exceed, at any time, FF 1,000,000, and (b) loans to officers, directors or employees of the Company or any Purchased Subsidiary made in the ordinary course of business but not exceeding FF 20,000 at any time outstanding for any such Person;
(ii) except with respect to the transactions contemplated by this Agreement, enter into any commitment not terminable in less than thirty (30) days;
(iii) split, combine or reclassify any of its capital stock or issue any other security in respect of, in lieu of or in substitution therefor, or repurchase, redeem or otherwise acquire any of its shares of capital stock;
(iv) issue, deliver, pledge, encumber, sell or purchase any shares of its capital stock or securities convertible into, or rights, warrants or options to acquire, any shares of its capital stock or other convertible securities of the Company or a...
Further Agreements of the Parties. The Partnership covenants and agrees with the Underwriters:
Further Agreements of the Parties. WITH RESPECT TO THE FW PROPERTIES ----------------------------------
5.01 $750,000 Cash Collateral. ------------------------
(a) Lichtenstein represents and warrants to Presidential that he has adxxxxxx xxx xum of $750,000 (the "Cash Collateral"), which has been deposited in a money market account with New York Community Bank (together with its successors and assigns, hereinafter "NYCB"), the holder of the first mortgages made by the FW Fee Owners and encumbering the FW Properties, as further security for the payment of the indebtednesses secured by said first mortgages. Lichtenstein further represents and warrants that no other Lichtensxxxx Xxxxx xr any member thereof, including the Group A Memxxxx, xxx xxy interest in the Cash Collateral. Lichtenstein agrees that he shall continue to maintain such money mxxxxx xxxxxxt and the Cash Collateral shall continue to serve as security for such indebtednesses, including but not limited to any extension of the term thereof and regardless of whether the terms of the subject loan(s) are modified, provided, however, that if any such refinancing with NYCB includes additional loan proceeds received by the FW Fee Owners and the Cash Collateral must remain as security for the indebtedness, said additional proceeds shall be applied first to reimburse the Cash Collateral provided by Lichtenstein.
(b) To the extent that the Cash Coxxxxxxxx xx actually returned by NYCB at any time or is credited against any of the aforesaid indebtednesses when any portion of such indebtednesses is paid off (whether at maturity or by a prepayment made prior to maturity), notwithstanding anything in the Settlement Documents to the contrary, it shall be paid to Lichtenstein. Notwithstanding the foregoing, should NYCB foreclose xxx xx xxx xortgages against any of the FW Properties or any of the FW Properties are conveyed by deed in lieu of foreclosure, and the Cash Collateral is retained by NYCB and applied against the subject indebtedness, Lichtenstein shall have no further right to the Cash Collateral, exxxxx xx xxx extent that the FW Fee Owners receive any surplus proceeds attributable to the sale of the FW Properties at foreclosure (up to the amount of the Cash Collateral).
(c) To the extent that Lichtenstein is entitled to the return of the Cash Collateral in acxxxxxxxx xxxh the foregoing and when returned or credited it is with interest, he shall also be entitled to receive said interest.
Further Agreements of the Parties. 6.1 Access to Information; Board Observer; Confidentiality...................................................... 35 6.2 Conduct of the Business Pending the Closing.......................... 39 6.3 Non-Solicitation; Non-Competition.................................... 46 6.4 Reasonable Commercial Efforts........................................ 49 6.5
Further Agreements of the Parties. Maintenance of Corporate Existence. Between the date hereof and the ---------------------------------- Closing Date (or the earlier termination of this Agreement in accordance with Article XIII), the Representing Shareholders shall cause the Company (i) to ------------ maintain its corporate existence in its jurisdiction of incorporation, and (ii) to be in good standing in its jurisdiction of incorporation and in such other States in which the conduct of its business or the maintenance of its assets requires it to be in good standing.
Further Agreements of the Parties. 28 6.1 Filings. . . . . . . . . . . . . . . . . . . . . . 28 6.2 Operations of the Station. . . . . . . . . . . . . 29 6.3
