CERTAIN INTERIM AND OTHER COVENANTS Sample Clauses

CERTAIN INTERIM AND OTHER COVENANTS. 26 3.1 Conduct of Business Prior to the Closing 26 3.2 Access to Information 27 3.3 Confidentiality 28
Sample 1
CERTAIN INTERIM AND OTHER COVENANTS. 3.1 Conduct of Business Prior to the Closing.
Sample 1
CERTAIN INTERIM AND OTHER COVENANTS. 19 3.1 Conduct of Business Prior to the Closing 19 3.2 Access to Information 20 3.3 Confidentiality 21 3.4 Action to Facilitate the Integration 22 3.5 Non-Solicitation of Employees 26 3.6 Tax Matters 26 3.7 Actions by Subsidiaries 26 3.8 Negotiations with Others 26 ARTICLE IV ADDITIONAL TRANSACTION DOCUMENTS 27 ARTICLE V CONDITIONS TO CLOSING 27 5.1 Conditions to MUFG’s Obligations 27 5.2 Conditions to MS’s Obligations 28 ARTICLE VI INDEMNIFICATION 29 6.1 Assertion of Claims 29 6.2 Indemnification Generally 29 6.3 Other Indemnification 30 6.4 Limitations on Amounts 30 6.5 Other Indemnification Provisions 30 6.6 Procedures 31 6.7 Procedures for Non-Party Claims 32 6.8 Mutual Assistance 33 TABLE OF CONTENTS (continued) Page ARTICLE VII TERM AND TERMINATION 33 7.1 Termination 33 7.2 Effect of Termination 34 ARTICLE VIII MISCELLANEOUS 34 8.1 General Escalation Procedure 34 8.2 Arbitration 34 8.3 Governing Law 35 8.4 Severability 35 8.5 Entire Agreement 35 8.6 Language 35 8.7 No Amendments 36 8.8 No Waivers 36 8.9 No Assignments 36 8.10 No Third Party Beneficiaries 36 8.11 Notices 36 8.12 Definitions; Interpretation 38 8.13 Expenses 38 8.14 Counterparts 38 Appendix A Definitions TABLE OF CONTENTS (continued) Transaction Documents to be Executed at Closing Page Exhibit A MUFG-MUMSS Master Services Agreement Exhibit B MS-MUMSS Master Services Agreement Exhibit C MS-MSMS Master Services Agreement Exhibit D MUFG-MSMS Trademark and Tradename License Agreement Exhibit E MUFG-MUMSS Trademark and Tradename License Agreement Exhibit F MS-MUMSS Trademark and Tradename License Agreement Exhibit G MS-MSMS Trademark and Tradename License Agreement Schedules Schedule 1.1(b)(iii) MUS Excluded Assets Schedule 1.1(b)(iv) MUS Excluded Liabilities Schedule 1.2(b) MS Pre-Closing Reorganization Schedule 1.2(c)(iii) MSJS Excluded Assets Schedule 1.2(c)(iv) MSJS Excluded Liabilities Schedule 1.3(e)(i) IBD Contributed Assets Schedule 1.3(e)(ii) IBD Contributed Liabilities Schedule 1.3(e)(iii) IBD Excluded Assets Schedule 1.3(e)(iv) IBD Excluded Liabilities Schedule 1.6(a)-1 MUS Agreed Principles Schedule 1.6(a)-2 MSJS Agreed Principles Schedule 2.1(e)-1 Capitalization of MUSBJ Schedule 2.1(e)-2 Capitalization of MSJS Schedule 2.1(g)(i)-1 MUS FY2008 Financial Statements Schedule 2.1(g)(i)-2 MSJS FY2008 Financial Statements Schedule 2.1(g)(ii)-1 MUS Interim Financial Statements Schedule 2.1(g)(ii)-2 MSJS Interim Financial Statements Schedule 2.1(g)(iii)-1 MUS Interim Pro Forma Financial...
Sample 1
CERTAIN INTERIM AND OTHER COVENANTS. 74 Section 5.1 Conduct of Business Prior to Closing..................................................74 Section 5.2 Access to Information.................................................................77 Section 5.3 Consents; Conditions; Further Assurances..............................................78 Section 5.4 Certain Contracts and IP..............................................................80 Section 5.5 Sufficiency of Assets.................................................................81 Section 5.6
Sample 1
CERTAIN INTERIM AND OTHER COVENANTS 
Sample 1Sample 2Sample 3See All (4)

Related to CERTAIN INTERIM AND OTHER COVENANTS

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Certain Other Covenants The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner). The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Waiver of Presentment and Other Conditions The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to any Canadian Revolving Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by such Canadian Revolving Lender in its own right and the Canadian Borrower agrees not to claim any days of grace if the Canadian Revolving Lender as holder sues or otherwise commences legal proceedings against the Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by the Canadian Borrower thereunder.

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • Waiver and Other Action This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties against which enforcement of the amendment, modification or supplement is sought.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by applicable Legal Requirements, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale under the Security Instrument of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of the Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of the Security Instrument and on behalf of all persons to the extent permitted by applicable Legal Requirements.

Time is Money Join Law Insider Premium to draft better contracts faster.