Common use of Business of the Parties Clause in Contracts

Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller will, and will cause each of its Subsidiaries to, use all reasonable efforts to (x) preserve its business organization intact, (y) keep available the present services of its employees and (z) preserve the goodwill of its customers and others with whom it has business relationships. Without limiting the generality of the foregoing, except with the prior written consent of Buyer (which consent under subparts (vi), (ix) and (xiv) shall not be unreasonably withheld or delayed) or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ambanc Holding Co Inc), Agreement and Plan of Merger (Hudson River Bancorp Inc)

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Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiaries Subsidiary shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller will, and also will cause each of its Subsidiaries to, use all reasonable efforts to (x) preserve its business organization and that of Seller Bank intact, (y) keep available to itself and Buyer the present services of its the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of its the customers of Seller and Seller Bank and others with whom it has business relationshipsrelationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer (Buyer, which consent under subparts (vi), (ix) and (xiv) shall not be unreasonably withheld or delayed) withheld, or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ohio State Financial Services Inc), Agreement and Plan of Merger (Advance Financial Bancorp)

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Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller will, and also will cause each of its Subsidiaries to, use all reasonable efforts to (x) preserve intact its business organization intactand that of Seller Bank, (y) keep available to itself and Buyer the present services of its the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of its the customers of Seller and Seller Bank and others with whom it has business relationshipsrelationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer (Buyer, which consent under subparts (vi), (ix) and (xiv) shall not be unreasonably withheld or delayed) or as expressly contemplated herebyin this Agreement, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wayne Savings Bancshares Inc /De/)

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