Covenants Pending the Closing Sample Clauses

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. 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. Approvals; HSR Filing; Consents 100 Section 7.2 Commercially Reasonable Efforts 102 Section 7.3 Access to Premises and Information; Customers 102 Section 7.4 Conduct of Business 103 Section 7.5 Excluded Asset Transfer 107 Section 7.6 Transaction Documents 107 Section 7.7 Letters of Credit; Guaranties and Performance Bonds 108 Section 7.8 Carve-Out Accounts 108 Section 7.9 Financing 108 Section 7.10 Insurance Coverage 113 Section 7.11 Facility Security Clearances 114 Section 7.12 Transition Planning 117 Section 7.13 ITAR 119 Section 7.14 Interdependent Contracts 119 Section 7.15 IP Filings 119 Section 8.1 Closing 120 Section 8.2 Frustration of Closing Conditions 121 Section 9.1 Closing 121 Section 9.2 Frustration of Closing Conditions 122 Section 10.1 Publicity 123 Section 10.2 Access after Closing; Cooperation 123 Section 10.3 Cooperation in Litigation 126 Section 10.4 Tax Matters 126 Section 10.5 Bulk Sales Laws 135 Section 10.6 Use of the Company’s Name and Marks 135 Section 10.7 Non-Competition 135 Section 10.8 Non-Solicitation and Non-Hire 137 Section 10.9 Non-Interference 138 Section 10.10 DCAA Cooperation 138

Covenants Pending the Closing. Each of Greif and NSC covenant and agree to take the following actions between the date of this Agreement and the Closing Date:

Covenants Pending the Closing. Section 6.1 Approvals; HSR Filing; Consents 68 Section 6.2 Commercially Reasonable Efforts 70

Covenants Pending the Closing. 6.1 Conduct Through the Closing Date. [Intentionally omitted.]

Covenants Pending the Closing. The Company and the Buyer hereby covenant and agree that after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article XI (except as otherwise provided below) and except as otherwise agreed to in writing by the other party:

Covenants Pending the Closing. Efforts; Consents; Governmental Filings 63 Section 7.2 Access to Premises and Information; Customers 64 Section 7.3 Conduct of Business 65 Section 7.4 Transfer Documents 66 Section 7.5 Carve-Out Accounts 67 Section 7.6 Insurance Coverage 67 Section 7.7 Facility Security Clearances 67 Section 7.8 U.S. International Traffic in Arms Regulations 67 Section 7.9 DDTC Consent Agreement 67 Section 7.10 Export Administration Regulations 68

Covenants Pending the Closing. (a) From the date of this Agreement to the Closing Date, each party agrees (except (i) as expressly contemplated by this Agreement, or (ii) to the extent that the other parties shall otherwise consent in writing) that such party shall carry on its respective business (to the extent that it relates to the Transactions only) in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. (b) 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 are satisfied on or prior to the Closing Date and to obtain (and cooperate with the other parties in obtaining) the governmental 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 or comply with any Burdensome Condition. Each party shall afford to the other parties and their representatives access to properties, books and records relating to the Company and to the Transactions, subject to appropriate confidentiality restrictions, sufficient to permit such other parties to perform adequately their due diligence and business reviews.