Business Obligations. Subcontractor represents to Contractor that it has continuing of reoccurring business liabilities and obligations; and
Business Obligations. Any and all obligations associated with -------------------- Xxxxxxx'x business shall remain the sole responsibility of Starkey. Any and all sales and other agreements between Starkey and its customers are and shall remain Xxxxxxx'x exclusive responsibility and shall have no effect on Xxxxxxx'x obligations pursuant to this Agreement.
Business Obligations. You represent and warrant that each Check you process hereunder and the corresponding Electronic Image: Is a “Digitized Image” of the front and back of the check and accurately represents all the information on the front and back of the check as of the time you converted the check to an Electronic Item; Contains all endorsements applied by parties that previously handled the check in any form for forward collection or return; and Are subject to all transfer and presentment warranties under applicable law and the Bank’s Terms and Conditions for Deposit Accounts. This Paragraph will survive the termination of your use of the Services.
Business Obligations. Continuing until the Closing Date, except as expressly set forth in Section 4.1 of the Seller Disclosure Letter, and except as otherwise expressly provided herein or as required by Applicable Law:
(a) Seller shall (i) conduct the Branch Business and the operations of Seller relating thereto only in the ordinary course of business consistent with past practice and Applicable Law, (ii) maintain its books of account in accordance with Seller GAAP, (iii) use its commercially reasonable efforts to preserve the present business organization and business and employment relationships of the Branch Offices and preserve for itself and Purchaser the goodwill of the customers of, and others doing business with, the Branch Offices, and (iv) promptly inform Purchaser of all material issues and developments arising in relation to the Assets, the Assumed Liabilities and the Branch Business.
(b) Notwithstanding Section 4.1(a), with respect to the Branch Offices, the Assets and the Assumed Liabilities, Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably delayed, conditioned or withheld; provided that any consent with respect to clause (vii) immediately below shall be in the sole discretion of Purchaser:
(i) Change its interest rate or fee pricing policies with respect to Branch Deposits or Loans other than (i) in the ordinary course of business consistent with past practice or (ii) to reflect interest rates allowed to be paid by depository institutions which are deemed undercapitalized pursuant to 12 C.F.R. § 337.6 and, in any event, Seller shall promptly inform Purchaser of any changes made to such interest rate or fee pricing policies;
(ii) Increase the salary, remuneration, bonuses, compensation or benefits of the Employees, other than normal increases to compensation or bonuses in accordance with Seller’s customary annual review and performance based remuneration policies as in existence on the date hereof which do not increase the compensation and bonuses for any Employee by more than 2%;
(iii) Terminate any Employee, except for cause (as defined in Seller’s employee guidelines as of the date hereof) and provided that Seller notifies Purchaser of such termination at the time thereof;
(iv) Hire, promote, transfer or reassign any Employee (other than transfers or reassigns to or from another Branch Office in the ordinary course of business consistent with past practice);
(v) Amend, terminate, waive, assign or modify a...
Business Obligations. 2.1 Business shall provide sufficient access to Business facilities and information so that the students may complete the Project.
2.2 Business shall designate a liaison to the student group. The group may meet with the liaison as needed. The group may need to confer with the liaison via telephone occasionally.
2.3 The Business is under no obligation to implement the Project.
2.4 The Business liaison shall provide feedback on student progress that will be used to determine student grades. Progress reports will be provided in a timely manner to assure that students are aware of their grade during the course of the semester.
2.5 The Business retains the right to request removal of any student whose performance does not meet Business performance standards or expectations, or whose conduct is disruptive to Business.
Business Obligations. You must conduct the Business from the Property for the minimum of the Trading Hours each day.
Business Obligations. Any and all obligations associated with JVC's business shall remain the sole responsibility of JVC. Any and all sales and other agreements between JVC and its customers are and shall remain JVC's exclusive responsibility and shall have no affect on JVC's obligations pursuant to this Agreement.
Business Obligations. Except as set forth on Schedule 5.1, as otherwise provided in this Agreement, or as required by applicable law, between the date of this Agreement and the Closing Date: Seller shall:
(a) conduct the business of the Branch Offices and the operations of Seller relating thereto in the ordinary course of business, consistent with Seller's past practice and applicable law, and consistent with prudent banking practice,
(b) maintain its books and records in accordance with GAAP or regulatory accounting principles, where applicable, applied consistently, and
(c) use its reasonable efforts to preserve its present business organization and relationships.
(d) consult with Purchaser with respect to the pricing of the Deposits and the establishment of the interest rates or other terms thereof and will establish, with Purchaser's approval, such interest rates and other terms which are substantially similar to the interest rates and other terms established by Purchaser and other commercial banks operating in the market for deposits of comparable maturities and terms. Seller shall not:
(e) cause any Branch Office to transfer any Deposits, except upon the unsolicited request of a depositor in the ordinary course of business;
(f) agree to increase the salary, remuneration or compensation (including insurance, pension or other benefit plan) payable or to become payable to persons employed at the Branch Offices other than in accordance with Seller's customary policies and/or bank-wide changes, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice.
(g) hire any new employees (not including replacement employees or employees to fill existing openings) at the Branch Offices without Purchaser's consent, which consent shall not be unreasonably withheld;
(h) invest in any fixed assets on behalf of the Branch Offices, except for commitments made on before the date of the Agreement and for replacements of furniture, furnishings and equipment and normal maintenance and refurbishing purchased or made in the ordinary course of business.
Business Obligations. (a) Except as set forth on Schedule 5.1(a), as otherwise provided in this Agreement, or as required by applicable law, between the date of this Agreement and the Closing Date: Seller shall:
(i) conduct the business of the Branch Office and the operations of Seller relating thereto in the ordinary course of business, consistent with Seller's past practice and applicable law, and consistent with prudent banking practice,
(ii) maintain its books and records in accordance with GAAP, and
(iii) use its reasonable efforts to preserve its present business organization and relationships.
(b) Except as set forth on Schedule 5.1(b), as otherwise provided in this Agreement or as required by applicable law, prior to the Closing Date, Seller shall not:
(i) enter into or terminate any material contract or agreement, or make any change in any of its material contracts, including contracts related to the operations and maintenance of the Branch Office, except with the prior consent of Purchaser, which shall not unreasonably be withheld;
(ii) directly contact any customer of the Branch Office for the purpose of soliciting any of the Deposits;
(iii) increase in any manner the compensation or fringe benefits of any of the Employees, except for general salary increases in the ordinary course of business consistent with past practice; and
(iv) fail to maintain the Branch Office in repair, order and condition no worse than on the date of this Agreement or fail to maintain insurance until the Closing Date upon the Branch Office with respect to the conduct of its business in amount and kind as now in existence and, if not available at rates presently paid by it, in such amount and kind as would be appropriate in the exercise of good business judgment;
Business Obligations. Any and all obligations associated with Argonaut's business shall remain the sole responsibility of Argonaut. Any and all sales and other agreements between Argonaut and its customers are and shall remain Argonaut's exclusive responsibility and shall have no effect on Argonaut's obligations pursuant to this Agreement.
