Common use of Conduct of the Business of Seller Clause in Contracts

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. Except as otherwise provided in or contemplated by this Agreement, Agreement or the Schedules hereto or on Schedule 5.1hereto, 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 substantially 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 XxxxxXxxxx and Xxx Xxxxxxx) 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 other having material business dealings with the Insurance Companies, and (d) maintain all material 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 or oral approval of Buyer, which consent shall not be unreasonably withheld or delayedwithheld: