Conduct of the Business of Seller. During the period from the date hereof to the Effective Time, except as expressly permitted by this Article V, Seller and Seller Subsidiary shall, and shall cause Heritage Trust to, conduct its and their businesses only in the ordinary course and consistent with past practice and prudent banking practice or as required hereunder, except with the prior written consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and the Seller Subsidiary shall use their reasonable best efforts consistent with past practices to (i) preserve their business organizations intact; (ii) keep available to themselves, Acquiror and Acquiror Sub the present services of the employees of Seller and Seller Subsidiary; and (iii) preserve for themselves, Acquiror and Acquiror Sub the goodwill of customers and other third parties with whom business relationships exist.
Conduct of the Business of Seller. Except as otherwise provided in or contemplated by this Agreement, the Schedules hereto or on Schedule 5.1, prior to the Closing Date, Seller shall and shall cause each of the Insurance Companies to (a) conduct the businesses of each of the Insurance Companies in accordance with present policies (including existing underwriting standards) and operate only in the ordinary course of business, (b) use commercially reasonable efforts to preserve each of the Insurance Companies’ business organizations intact and keep available the services of AFL’s present executive officers and key employees (including not allowing such executive officers and key employees of AFL (other than Xxx Xxxxx) to transfer to Seller or an affiliate of Seller other than AFL without the written consent of Buyer, (c) consistent with the exercise of reasonable business judgment, retain the goodwill of each of the Insurance Companies and preserve the business relationships of each of the Insurance Companies with policyholders and others, including employees, agents, lenders, suppliers, licensors and licensees, insurance departments, and others having material business dealings with the Insurance Companies, (d) maintain all existing business permits, licenses and authorizations, (e) perform all of its obligations under all contracts relating to or affecting its assets or its business, and (f) maintain its books and records in the usual manner consistent with past practice. From and after the date hereof, and prior to the Closing Date, except as otherwise provided in or contemplated by this Agreement or the Schedules hereto, Seller shall not and shall not cause any of the Insurance Companies to, without the prior written approval of Buyer, which consent shall not be unreasonably withheld or delayed:
Conduct of the Business of Seller. During the period from the date hereof to the Effective Time, Seller shall, and shall cause the Seller Subsidiaries to, conduct its businesses only in the ordinary course and consistent with past practice or as required hereunder, except with the prior written consent of Franklin, which consent shall not be unreasonably withheld. Seller shall use its best efforts to (i) preserve its business organization and that of the Seller Subsidiaries intact, (ii) keep available to itself and Franklin the present services of the employees of Seller and the Seller Subsidiaries, and (iii) preserve for itself and Franklin the goodwill of the customers of itself and the Seller Subsidiaries and others with whom business relationships exist.
Conduct of the Business of Seller. During the period from the date of this Agreement to the earlier of the Effective Time or the date of termination of this Agreement, and except as may be required or specifically permitted pursuant to this Agreement, Seller:
Conduct of the Business of Seller. During the period from the date hereof to the Effective Time, Seller shall, and shall cause the Seller Subsidiaries to, conduct its and their businesses only in the ordinary course and consistent with past practice and prudent banking practice or as required hereunder, except with the prior written consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall use its best efforts to (i) preserve its business organization and that of the Seller Subsidiaries intact, (ii) keep available to itself and Acquiror the present services of the employees of Seller and the Seller Subsidiaries, and (iii) preserve for itself and Acquiror the goodwill of customers and other third parties with whom business relationships exist.
Conduct of the Business of Seller. From the date of this Agreement to the date of the Closing, Seller shall conduct the Business of Seller in the ordinary and usual course as it has previously been conducted.
Conduct of the Business of Seller. Except as permitted or contemplated by this Agreement, as set forth on Schedule 5.1 or as required by any Legal Requirements, during the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement (the “Pre-Closing Period”), except with Purchaser’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall, and shall cause each Subsidiary to:
Conduct of the Business of Seller. (a) During the period from the date hereof to the Effective Time, except as expressly permitted by this Article V, Seller shall conduct its business only in the ordinary course and consistent with past practice and prudent banking practice or as required hereunder, except with the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Parent shall not have disapproved of Seller’s request in writing (Parent’s receipt of which has been confirmed by telephone) within three (3) Business Days upon receipt of such written request from Seller, then such request shall be deemed to be approved by Parent. Seller shall use its commercially reasonable efforts consistent with past practices to maintain and preserve intact its business organization, its rights, franchises and other authorizations issued by Governmental Entities and its current relationships with customers, regulators, employees and other persons with which it has business or other relationships. During the period from the date hereof to the Effective Time, Seller shall provide Parent with a true and complete copy of any agreement by Seller to indemnify and/or hold harmless any director, officer, employee or agent of Seller, except to the extent required under the mandatory provisions of the articles of organization or bylaws of Seller or under applicable Law, promptly (but in no event more than five days) after the date Seller executes any such agreement.
Conduct of the Business of Seller. During the period from the date of this Agreement to the Effective Time, and except with respect to the transactions required or permitted to be undertaken by Seller prior to the Effective Time in accordance with Section 5.18 below and Seller's management during such period of the assets, liabilities and operations that are the subject of such transactions or except as specifically described in Section 5.01 of the Seller Disclosure Schedule, the Seller:
Conduct of the Business of Seller. Except with the prior consent of Buyer (which consent will not be unreasonably withheld) or as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date: (I) Seller will conduct the Business only in, and Seller will not take any action except in, the ordinary course consistent with past practice, (II) Seller will not enter into any material transaction other than in the ordinary course of business consistent with past practice and (III) to the extent consistent with the foregoing, with no less diligence and effort than would be applied in the absence of this Agreement, Seller will use its best efforts to preserve intact its current business organizations and reputation, keep available the service of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it with the objective that their goodwill and ongoing businesses shall be unimpaired at the Closing Date and comply in all material respects with all laws and orders of all governmental bodies or regulatory authorities applicable to it. Without limiting the generality of the foregoing and except as otherwise expressly permitted in this Agreement, prior to the Closing Date, Seller will not without the prior written consent of Buyer, which consent will not be unreasonably withheld (except to the extent set forth in the Schedules):
