Covenants and Agreements of the Parties Sample Clauses
The "Covenants and Agreements of the Parties" clause sets out the specific promises, obligations, and undertakings that each party commits to under the contract. This section typically details what actions each party must perform or refrain from, such as delivering goods, maintaining confidentiality, or providing certain information. By clearly outlining these mutual responsibilities, the clause ensures both parties understand their duties, thereby reducing the risk of misunderstandings and disputes during the contract's execution.
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Covenants and Agreements of the Parties. The Parties covenant and agree as follows:
Covenants and Agreements of the Parties. The Parties agree to the following covenants:
A. At any time after the execution of this Agreement, at a Party's request and without further consideration, a Party will execute and deliver such other instruments and take such action as the other Party may reasonably deem necessary or desirable in order to achieve the objectives of this Agreement.
B. The Parties shall, in a timely, accurate and complete manner, take all necessary corporate and other action and use all reasonable efforts to obtain all consents, approvals, permits, licenses and amendments of agreements required of the Party to carry out the transactions contemplated in this Agreement.
Covenants and Agreements of the Parties. THE PARTIES HERETO DO HEREBY COVENANT AND AGREE, AS FOLLOWS:
Covenants and Agreements of the Parties. Section 7.01
Covenants and Agreements of the Parties. Each party covenants and agrees with the other party as follows:
Covenants and Agreements of the Parties. Each covenant and agreement contained in this Agreement shall survive the Closing until the date which is 90 days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely.
Covenants and Agreements of the Parties. Section 5.01. Conduct of Business Prior to Closing. Between the date hereof and the Closing Date:
(a) Seller shall cause the Branch Offices to conduct their operations according to their ordinary and usual course of business and shall cause the Branch Offices to maintain their records and books of account in a manner consistent with past practices that fairly and accurately reflects their assets and liabilities, including the Deposits and Account Loans, in accordance with generally accepted accounting principles. Furthermore, Seller shall not (i) engage in any transaction related to the Branch Offices except in the ordinary course of business, other than transactions necessary in connection with the consummation of the transactions contemplated by this Agreement, or (ii) change any of its deposit account or marketing practices at the Branch Offices except as may be required, in Seller's reasonable judgment, to comply with applicable law or regulation or (iii) offer interest on Deposits at one or more Branch Offices at rates in excess of those offered on the same products as Seller's other branch offices; provided, however, that Seller may take any of such actions if it first requests in writing the consent of Purchaser thereto and Purchaser thereafter consents to such action in writing, which consent shall not be unreasonably withheld or delayed; and provided, further, that, without Purchaser's consent, Seller may take any of such actions if Seller reasonably deems any such action to be necessary due to competitive forces in the market place.
(b) Seller shall diligently endeavor to retain all Deposit Accounts to be transferred to Purchaser hereunder and to maintain all other customer, employee and business relations at the Branch Offices, except that nothing herein shall restrict any action taken or to be taken by Seller or in the ordinary course of business with respect to the employees of the Branch Offices;
(c) Seller shall remove any Excluded Deposits from the Branch Offices and transfer same to other branches or facilities of Seller.
Covenants and Agreements of the Parties. 5.01. Filing of Sale Motion; Entry of Buyer Protection and Bidding Procedures Order; Additional Sellers. Promptly following, but no later than three (3) business days after, the Effective Date, Sellers shall file the Sale Motion and such other motions as are necessary to implement the Transaction. Sellers shall request a prompt hearing relative to, and shall use commercially reasonable efforts to obtain, entry of the Buyer Protection and Bidding Procedures Order and the Sale Order. From and after the Effective Date, to the extent that any direct or indirect Subsidiaries of any Seller acquires, owns or holds any portion of the Assets or conducts any portion of the Business and initially is not a Party hereto, Sellers shall cause each such direct or indirect Subsidiary to become a Party as an additional Seller. In addition, Sellers shall, and shall cause each such Subsidiary to, execute and deliver such further documents and instruments and take such further actions as may be necessary to file a Bankruptcy Case for each Subsidiary of ITG as, in the reasonable judgment of Sellers after consultation with Buyer, are necessary to consummate the Transaction.
Covenants and Agreements of the Parties. Section 6.01 Reasonable Access and Mutual Cooperation..................................................43 Section 6.02 Conduct of Business Pending the Closing...................................................44
Covenants and Agreements of the Parties. A.) With regard to the Company and the Company Stockholders the Company and the Company Stockholders hereto do hereby covenant and agree, as follows: