Common use of Affirmative Conduct Prior Clause in Contracts

Affirmative Conduct Prior. to Effective Time of the Merger. Between ----------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB shall (and shall cause the SJNB Subsidiaries to): (a) use its commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB or the SJNB Subsidiaries; (b) use its commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB and the SJNB Subsidiaries; (c) use its commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties which it owns or leases and on its business operations; (d) perform its material contractual obligations and not become in material default on any such obligations; (e) duly observe and conform in all material respects to all lawful requirements applicable to its business; (f) maintain its assets and properties in good condition and repair, normal wear and tear excepted; (g) promptly upon learning of such information, advise GBB in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquires, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB Stock prior to the record date fixed for the SJNB Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated herein; (h) promptly notify GBB regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax liabilities of SJNB, or any actual or threatened collection enforcement activity by any tax authority with respect to tax liabilities of SJNB; (i) make available to GBB monthly unaudited balance sheets and income statements of SJNB within 25 days after the close of each calendar month; (j) not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB Lists accurately reflects the then-current status of SJNB and the SJNB Subsidiaries; (k) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB and the SJNB Subsidiaries on a consolidated basis or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is required; (l) maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and (m) furnish to Manatt, Phelps & Phillips, LLP promptly upon its written request written rxxxxxxntaxxxxx xxd certificates as deemed reasonably necessary or appropriate for purposes of enabling Manatt, Phelps & Phillips, LLP to render the tax opinion referred to in Sexxxxx 11.00 xxxxxf.

Affirmative Conduct Prior. to Effective Time of the Merger. Between ----------------------------------------------------------- --------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB Coast shall (and shall cause the SJNB Subsidiaries CCB to): (a) use its commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB Coast or the SJNB SubsidiariesCCB; (b) use its commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB Coast and the SJNB SubsidiariesCCB; (c) use its commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties which it owns or leases and on its business operations; (d) perform its material contractual obligations and not become in material default on any such obligations; (e) duly observe and conform in all material respects to all lawful requirements applicable to its business; (f) maintain its assets and properties in good condition and repair, normal wear and tear excepted; (g) promptly upon learning of such information, advise GBB in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquires, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB Coast Stock prior to the record date fixed for the SJNB Coast Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated herein; (h) promptly notify GBB regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax liabilities of SJNBCoast, or any actual or threatened collection enforcement activity by any tax authority with respect to tax liabilities of SJNBCoast; (i) make available to GBB monthly unaudited balance sheets and income statements of SJNB Coast within 25 days after the close of each calendar month; (j) not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB Coast Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB Coast Lists accurately reflects the then-current status of SJNB Coast and the SJNB SubsidiariesCCB; (k) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB and the SJNB Subsidiaries on a consolidated basis Coast or CCB or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is required; (l) maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and (m) furnish to Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP promptly upon its written request written rxxxxxxntaxxxxx xxd representations and certificates as deemed reasonably necessary or appropriate for purposes of enabling Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP to render the tax opinion referred to in Sexxxxx 11.00 xxxxxfSection 9.6 hereof.

Affirmative Conduct Prior. to Effective Time of the Merger. Between ----------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB ------------------------------------------------------------ Bancorp and Western shall (and shall cause each of the SJNB Bancorp Subsidiaries to): (a) 6.2.1 use its their commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB or Bancorp, Western and each of the SJNB Bancorp Subsidiaries; (b) 6.2.2 use its their commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB Bancorp, Western and each of the SJNB Bancorp Subsidiaries; (c) 6.2.3 use its their commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties for which it owns or leases is responsible and on its business operations; (d) 6.2.4 perform its material their contractual obligations and not become in material default on any such obligations; (e) 6.2.5 duly observe and conform in all material respects to all lawful requirements applicable to its their business; (f) 6.2.6 maintain its their assets and properties in good condition and repair, normal wear and tear excepted; (g) 6.2.7 promptly upon learning of such information, advise GBB CBB in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquires, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB Bancorp Stock prior to the record date fixed for the SJNB Bancorp Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated herein; (h) 6.2.8 promptly notify GBB CBB regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax liabilities of SJNBBancorp, Western or any of the Bancorp Subsidiaries on a consolidated basis, or any actual or threatened collection enforcement activity by any tax authority with respect to tax liabilities of SJNBBancorp, Western or any of the Bancorp Subsidiaries on a consolidated basis; (i) 6.2.9 make available to GBB CBB monthly unaudited balance sheets and income statements of SJNB Bancorp within 25 days after the close of each calendar month; (j) not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB Lists accurately reflects the then-current status of SJNB and the SJNB Subsidiaries; (k) 6.2.10 use its commercially reasonable efforts to obtain the Consent of any third third-party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB and Bancorp, Western or any of the SJNB Bancorp Subsidiaries on a consolidated basis or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is requiredthe Second Merger or the Bank Merger; (l) 6.2.11 maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and; (m) furnish 6.2.12 use their respective commercially reasonable efforts to Manatttake all actions or cause to be done, Phelps & Phillipsall things necessary, LLP proper or advisable under applicable Rules to consummate the transactions contemplated by this Agreement as promptly upon its written request written rxxxxxxntaxxxxx xxd certificates as deemed reasonably practicable including cooperation in the preparation of all applications identified in Section 7.2. 6.2.13 not later than the 10th day of each calendar month, amend or supplement the Bancorp Schedules prepared and delivered pursuant to Article 4 to ensure that the information set forth in the Bancorp Schedules accurately reflects the then-current status of Bancorp, Western and the Bancorp subsidiaries. Bancorp shall further amend or supplement the Bancorp Schedules as of the Closing Date if necessary or appropriate for purposes of enabling Manatt, Phelps & Phillips, LLP to render reflect any additional information that needs to be included in the tax opinion referred to in Sexxxxx 11.00 xxxxxfBancorp Schedules.

Affirmative Conduct Prior. to Effective Time of the Merger. Between ----------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB Company shall (and shall cause the SJNB Company Subsidiaries to): (a) use its commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB Company or the SJNB Company Subsidiaries; (b) use its commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB Company and the SJNB Company Subsidiaries; (c) use its commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties which it owns or leases and on its business operations; (d) perform its material contractual obligations and not become in material default on any such obligations; (e) duly observe and conform in all material respects to all lawful requirements applicable to its business; (f) maintain its assets and properties in good condition and repair, normal wear and tear excepted; (g) promptly upon learning of such informationfile all Tax Returns required to be filed with any tax authority in accordance with all applicable laws, advise GBB timely pay all Taxes due and payable as shown in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquiresthe respective Tax Returns that are so filed and ensure that the Tax Returns will, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB Stock prior to the record date fixed for the SJNB Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated hereintime of filing, be based on tax positions that have substantial support under all applicable laws; (h) promptly notify GBB Parent regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax Tax liabilities or attributes of SJNBCompany, or any actual or threatened collection enforcement activity by any tax Tax authority with respect to tax liabilities of SJNBCompany; (i) make available to GBB Parent monthly unaudited balance sheets and income statements of SJNB Company within 25 days after the close of each calendar month; (j) not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB Lists accurately reflects the then-current status of SJNB and the SJNB Subsidiaries; (k) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB Company and the SJNB Company Subsidiaries on a consolidated basis or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is required;; and (lk) maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and (m) furnish Agreement provided that the dollar amount of such allowance shall be, in any event, maintained at a level which is at least equal to Manattthe amount thereof at December 31, Phelps & Phillips, LLP promptly upon its written request written rxxxxxxntaxxxxx xxd certificates as deemed reasonably necessary or appropriate for purposes of enabling Manatt, Phelps & Phillips, LLP to render the tax opinion referred to in Sexxxxx 11.00 xxxxxf2003.

Affirmative Conduct Prior. to Effective Time of the Merger. Between ----------------------------------------------------------- --------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB shall (and shall cause the SJNB Subsidiaries to):BSC shall: (a) use its commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB or the SJNB SubsidiariesBSC; (b) use its commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB and the SJNB SubsidiariesBSC; (c) use its commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties which it owns or leases and on its business operations; (d) perform its material contractual obligations and not become in material default on any such obligations; (e) duly observe and conform in all material respects to all lawful requirements applicable to its business; (f) maintain its assets and properties in good condition and repair, normal wear and tear excepted; (g) promptly upon learning of such information, advise GBB in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquires, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB BSC Stock prior to the record date fixed for the SJNB BSC Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated herein; (h) promptly notify GBB regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax liabilities of SJNBBSC, or any actual or threatened collection enforcement activity by any tax authority with respect to tax liabilities of SJNBBSC; (i) make available to GBB monthly unaudited balance sheets and income statements of SJNB BSC within 25 days after the close of each calendar month; (j) not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB BSC Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB BSC Lists accurately reflects the then-then- current status of SJNB and the SJNB SubsidiariesBSC in all material respects; (k) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB and the SJNB Subsidiaries on a consolidated basis BSC or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is required; (l) maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and (m) furnish to Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP promptly upon its written request written rxxxxxxntaxxxxx xxd representations and certificates as deemed reasonably necessary or appropriate for purposes of enabling Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP to render the tax opinion referred to in Sexxxxx 11.00 xxxxxfSection 9.6 hereof.

Affirmative Conduct Prior. to Effective Time of the Merger. Between ----------------------------------------------------------- --------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB BCS shall (and shall cause the SJNB Subsidiaries BBC to): (a) 6.2.1 use its commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB BCS or the SJNB SubsidiariesBBC; (b) 6.2.2 use its commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB BCS and the SJNB SubsidiariesBBC; (c) 6.2.3 use its commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties for which it owns or leases is responsible and on its business operations; (d) 6.2.4 perform its material contractual obligations and not become in material default on any such obligations; (e) 6.2.5 duly observe and conform in all material respects to all lawful requirements applicable to its business; (f) 6.2.6 maintain its assets and properties in good condition and repair, normal wear and tear excepted; (g) 6.2.7 promptly upon learning of such information, advise GBB in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquires, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB BCS Stock prior to the record date fixed for the SJNB BCS Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated herein; (h) 6.2.8 promptly notify GBB regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax liabilities of SJNBBCS, or any actual or threatened collection enforcement activity by any tax authority with respect to tax liabilities of SJNBBCS; (i) 6.2.9 make available to GBB monthly unaudited balance sheets and income statements of SJNB BCS within 25 days after the close of each calendar month; (j) 6.2.10 not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB BCS Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB BCS Lists accurately reflects the then-then- current status of SJNB BCS and BBC. BCS shall further amend or supplement the SJNB SubsidiariesBCS Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the BCS Lists; (k) 6.2.11 use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB and the SJNB Subsidiaries on a consolidated basis BCS or BBC or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is required; (l) 6.2.12 maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and; (m) 6.2.13 furnish to Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP promptly upon its written request written rxxxxxxntaxxxxx xxd representations and certificates as deemed reasonably necessary or appropriate for purposes of enabling Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP to render the tax opinion referred to in Sexxxxx 11.00 xxxxxfSection 9.6 hereof.

Affirmative Conduct Prior. to Effective Time of the MergerMerger . Between ----------------------------------------------------------- --------------------------------------------------------- the date hereof and the Effective Time of the Merger, SJNB shall (and shall cause the SJNB Subsidiaries to):BOP shall: (a) use its commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with SJNB or the SJNB SubsidiariesBOP; (b) use its commercially reasonable efforts to keep in full force and effect all of the existing material permits and licenses of SJNB and the SJNB SubsidiariesBOP; (c) use its commercially reasonable efforts to maintain insurance coverage at least equal to that now in effect on all properties which it owns or leases and on its business operations; (d) perform its material contractual obligations and not become in material default on any such obligations; (e) duly observe and conform in all material respects to all lawful requirements applicable to its business; (f) maintain its assets and properties in good condition and repair, normal wear and tear excepted; (g) promptly upon learning of such information, advise GBB in writing of any event or any other transaction within its knowledge whereby any Person or Related Group of Persons acquires, directly or indirectly, record or beneficial ownership or control (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) of 5% or more of the outstanding SJNB BOP Stock prior to the record date fixed for the SJNB BOP Shareholders' Meeting or any adjourned meeting thereof to approve this Agreement and the transactions contemplated herein; (h) promptly notify GBB regarding receipt from any tax authority of any notification of the commencement of an audit, any request to extend the statute of limitations, any statutory notice of deficiency, any revenue agent's report, any notice of proposed assessment, or any other similar notification of potential adjustments to the tax liabilities of SJNBBOP, or any actual or threatened collection enforcement activity by any tax authority with respect to tax liabilities of SJNBBOP; (i) make available to GBB monthly unaudited balance sheets and income statements of SJNB BOP within 25 days after the close of each calendar month; (j) not later than the 30th day of each calendar month, amend or supplement the SJNB Disclosure Letter and the SJNB BOP Lists prepared and delivered pursuant to Article 4 to ensure that the information set forth in the SJNB Disclosure Letter and the SJNB BOP Lists accurately reflects the then-then- current status of SJNB and the SJNB SubsidiariesBOP in all material respects; (k) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of SJNB and the SJNB Subsidiaries on a consolidated basis BOP or that is contemplated in this Agreement as required in connection with the Merger; provided, however, that no such third party consent need be obtained if a material amount of monetary consideration is required; (l) maintain an allowance for loan and lease losses consistent with practices and methodology as in effect on the date of the execution of this Agreement; and (m) furnish to Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP LLP, promptly upon its written request request, written rxxxxxxntaxxxxx xxd representations and certificates as deemed reasonably necessary or appropriate for purposes of enabling Manatt, Phelps Xxxxxx & PhillipsXxxxxxxx, LLP to render the tax opinion referred to in Sexxxxx 11.00 xxxxxfSection 9.6 hereof.