Solicitation of Customers by Purchaser Prior to Closing Sample Clauses

Solicitation of Customers by Purchaser Prior to Closing. At any time prior to the Closing Date, Purchaser will not, and will not permit any of its Affiliates, if any, to conduct any mass marketing that is specifically targeted to induce customers whose Deposit Liabilities are to be assumed or whose Purchased Loans are to be acquired by Purchaser pursuant hereto to discontinue or limit their account relationships with Seller or to conduct any media or customer solicitation activities outside of the ordinary course of business of Purchaser, consistent with past practice, that are specifically targeted to induce any such customers to discontinue or limit any such relationships, it being understood and agreed that the foregoing is not intended to prohibit general advertising or solicitations directed to the public generally or other similar activities conducted in the ordinary course of business of Purchaser.
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Solicitation of Customers by Purchaser Prior to Closing. At any time prior to the Closing Date, Purchaser will not, and will not permit any of its Affiliates to, conduct any marketing, media or customer solicitation campaign or customer calling program which is specifically targeted to induce customers whose Deposit Liabilities are to be assumed by Purchaser pursuant to this Agreement to open accounts with Purchaser prior to the Closing Date and/or to discontinue their account relationships with Seller, except: (i) as may occur in connection with advertising or solicitations directed to the public generally; (ii) as may occur as a result of the solicitations by it or its Affiliates of deposits or loans from or to a major or statewide depositor such as, for example, a company with more than one location or a local, state or federal government; (iii) as may occur as a result of the solicitation by it or its Affiliates of deposits or loans outside of the county within which a Branch is situated; or (iv) as may occur as a result of any lending, deposit, trust, credit card or other banking relationship existing between Purchaser and such customer prior to the effective date of this Agreement; provided, however, that nothing herein will prevent Purchaser or its Affiliates from providing any notice required by any Governmental Authority or by any law, rule or regulation in connection with the Acquisition or any notice required or otherwise expressly permitted under this Agreement.
Solicitation of Customers by Purchaser Prior to Closing. At any time prior to the Closing Date, Purchaser will not conduct any marketing, media or customer solicitation campaign, or customer calling program which is specifically targeted to induce customers whose deposit account liabilities are to be assumed by Purchaser pursuant to this Agreement to open accounts with Purchaser prior to the Closing Date and/or to discontinue their account relationships with Seller, except: (i) as may occur in connection with advertising or solicitations directed to the public generally; or (ii) as may occur as a result of the solicitations by it of deposits or loans from or to a major or statewide depositor such as, for example, a company with more than one location or state or federal government; or (iii) as may occur as a result of the solicitation by it of deposits or loans outside of the county within which the Branches are situated; or (iv) as may occur as a result of any lending, deposit, trust, credit card or other banking relationship existing prior to the Closing Date and attributable to or domiciled at any other branch offices or other facilities of it which are not acquired by Purchaser pursuant to this Agreement; provided, however, that nothing herein shall prevent Purchaser from forwarding to all depositors having Deposit Accounts at the Branches a notice of the transactions described in Sections 7.1(e) and (f) of this Agreement or any notice required by any governmental agency or by any law, rule or regulation in connection with the Acquisition.
Solicitation of Customers by Purchaser Prior to Closing. At any time prior to the Closing Date, Purchaser will not, and will not permit any of its Affiliate banks to, conduct any marketing, media or customer solicitation campaign, or customer calling program which is specifically targeted to induce customers whose deposit account liabilities are to be assumed by Purchaser pursuant to this Agreement to open accounts with Purchaser prior to the Closing Date and/or to discontinue their account relationships with Seller, except: (i) as may occur in connection with advertising or solicitations directed to the public generally; or (ii) as may occur as a result of the solicitations by it or its Affiliate banks of deposits or loans from or to a major or statewide depositor such as, for example, a company with more than one location or state or federal government; or (iii) as may occur as a result of the solicitation by it or its Affiliate banks of deposits or loans outside of the county within which any Branch is situated; or (iv) as may occur as a result of any lending, deposit, trust, credit card or other banking relationship existing between Purchaser and such customer prior to the effective date of this Agreement.
Solicitation of Customers by Purchaser Prior to Closing. Prior to the Closing Date, Purchaser shall not, and shall not permit any of its Affiliates to, use any confidential information of Sellers or their respective Affiliates other than in connection with completing the transactions contemplated hereby, in connection with the solicitation of customers of the Business, seek to induce to discontinue or limit their relationships with Sellers or to conduct any marketing or other customer solicitation activities outside of the ordinary course of business of Purchaser and its Affiliates, consistent with past practice, it being understood and agreed that the foregoing is not intended to prohibit general advertising or solicitations directed to the public generally or other similar activities conducted in the ordinary course of business of Purchaser and its Affiliates consistent with past practice and without making reference hereto or the transactions contemplated hereby or using confidential information of Sellers and their respective Affiliates.

Related to Solicitation of Customers by Purchaser Prior to Closing

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

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