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. 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. 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. Except as otherwise provided herein, from and after the date hereof and until the Closing Date:
Covenants Pending the Closing. Section 7.1 Approvals; HSR Filing; Consents 69 Section 7.2 Commercially Reasonable Efforts 72 Section 7.3 Access to Premises and Information; Customers 72 Section 7.4 Conduct of Business 75 Section 7.5 Certain Pre-Closing Actions 75 Section 7.6 Transaction Documents and Local Transfer Documents 76 Section 7.7 Letters of Credit; Guaranties and Performance Bonds 76 Section 7.8 Carve-Out Accounts; Intercompany Agreements 76 Section 7.9 Financing 72 Section 7.10 Insurance Coverage 81 Section 7.11 Exclusivity 82 Section 7.12 Audited Financial Statements 82 Section 7.13 Employee Bonuses 82 Section 7.14 Transition Services Agreement Schedule 83 ARTICLE VIII CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATIONS TO CLOSE Section 8.1 Closing 84 Section 8.2 Frustration of Closing Conditions 84 ARTICLE IX CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO CLOSE Section 9.1 Closing 85 Section 9.2 Frustration of Closing Conditions 85 ARTICLE X ADDITIONAL COVENANTS OF THE PARTIES Section 10.1 Publicity 86 Section 10.2 Access after Closing; Cooperation 86 Section 10.3 Cooperation in Litigation 87 Section 10.4 Tax Matters 87 Section 10.5 Bulk Sales Laws 91 Section 10.6 Use of the Company Names 91 Section 10.7 License to Transferred Patents and Retained Intellectual Property Rights 92 Section 10.8 Release 94 Section 10.9 Non Competition; Non Solicitation; Confidentiality 95 ARTICLE XI
Covenants Pending the Closing. During the period from the date of this Agreement and continuing until the Initial Closing, the Company covenants and agrees, unless otherwise specifically provided in this Agreement, or unless the Investors shall otherwise agree in writing, to do the following:
Covenants Pending the Closing. During the period from the date of this Agreement until the Closing Date or the earlier termination of this Agreement, Seller agrees (except as expressly contemplated by this Agreement or to the extent that Purchaser shall otherwise consent in writing) as follows:
Covenants Pending the Closing. Harris and Teltronics hereby covenant and agree that after the date herexx xxxil the Closing and except as otherwise agreed to in writing by the other party:
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. Section 5.1 Covenants of Seller with Respect to the Acquired Business . . . . . . . . . . . . . . . 15 Section 5.2
