Covenants of Both Parties. The parties hereto agree that:
Covenants of Both Parties. Buyer, on the one hand, and Seller, on the other hand, each covenant to the other that:
Covenants of Both Parties. Each party hereto agrees that:
Covenants of Both Parties. 33 9.1 Commercially Reasonable Efforts......................... 33 9.2
Covenants of Both Parties. (a) Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly provided for herein, each Party, until the earlier of the Effective Date or the termination of this Agreement, shall and shall cause each of its Subsidiaries to (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) preserve intact its business organization, goodwill, relationships with depositors, customers and employees, and Assets and maintain its rights and franchises, and (iii) take no action, except as required by applicable Law, which would (A) adversely affect the ability of any Party to obtain any Consents required for the transactions provided for herein without imposition of a condition or restriction of the type referred to in the last sentences of subsections 9.1(b) or 9.1(c) of this Agreement or (B) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.
Covenants of Both Parties. Buyer and Seller agree that:
Covenants of Both Parties. Each Party covenants to the other that during the Term of this Agreement it will:
Covenants of Both Parties. Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organizations and Assets and maintain its rights and franchises, and (iii) take no action which would materially adversely affect the ability of any Party to (a) obtain any Consents required for the transactions contemplated hereby, or (b) perform its covenants and agreements under this Agreement in all material respects and to consummate the Merger; provided, that the foregoing shall not prevent any Regions Company from discontinuing or disposing of any of its Assets or business, or from acquiring or agreeing to acquire any other Person or any Assets thereof, if such action is, in the judgment of Regions, desirable in the conduct of the business of Regions and its Subsidiaries.
Covenants of Both Parties. (a) Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly provided for herein, each Party shall and shall cause each of its Subsidiaries to (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) preserve intact its business organization, goodwill, relationships with depositors, customers and employees, and Assets and maintain its rights and franchises, and (iii) take no action, except as required by applicable Law, which would (A) adversely affect the ability of any Party to obtain any Consents required for the transactions provided for herein without imposition of a condition or restriction of the type referred to in the last sentences of subsections 9.1(b) or 9.1(c) of this Agreement or (B) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.
Covenants of Both Parties. Seller hereby covenants to Purchaser, and Purchaser hereby covenants to Seller, that, from the date hereof until the Closing, such party shall cooperate fully in obtaining, and make all reasonable efforts to obtain, any third party consents which are required to consummate the transaction contemplated by this Agreement, including, without limitation, (a) an estoppel certificate of each landlord in the form attached hereto as Schedule G, if the landlord agrees to execute such estoppel certificate, (b) the written consent of each landlord under a Lease to the assignment and assumption by Purchaser of such Lease or, if the landlord does not so consent, and if such consent is necessary to validly effect such assignment or assumption or sublease, to a sublease of the premises demised by such Lease, and (c) in either case, the release of Seller from all obligations and liabilities under any such Lease from and after the Closing Date (provided, however, that this Section 2.03 shall not obligate Seller to make any payment or to execute any indemnification or guaranty or other similar instrument which would render Seller liable for any obligations, liabilities or duties of Purchaser arising out of such Lease from and after the Closing Date). Each of Seller and Purchaser also hereby covenant to the other that it shall cooperate fully in promptly selecting an Appraiser and shall make all reasonable efforts to obtain an Appraisal of the Owned Real Property and the Leasehold Estate within thirty (30) days of the date hereof.
