Conduct of Business - Affirmative Covenants. Unless the prior written consent of the other Warrantor shall have been obtained, except as otherwise contemplated or permitted hereby or as set forth on Schedule 6.2, each Warrantor shall operate its business only in the ordinary course of business of such Warrantor consistent with past practices, shall preserve intact its business organizations and assets and maintain its rights and franchises, and shall voluntarily take no action which would (i) adversely affect the ability of any of them to obtain any necessary approvals of Regulatory Authorities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the second sentence of Section 8.5 of this Agreement, (ii) adversely affect the ability of such Warrantor to perform its obligations under this Agreement, or (iii) cause or permit a breach of any of its covenants or cause or permit any representation or warranty of it to become untrue in any material respect, as if each such representation and warranty were continuously made from the date hereof.
Conduct of Business - Affirmative Covenants. During the Interim Period, Seller will:
(a) use its best efforts to preserve the Railcar Subsidiaries’ assets and business organization intact, and except as may otherwise be requested by Buyer, keep available to Buyer the services of the Railcar Subsidiaries’ present employees;
(b) pay or provide for all social security, withholding, sales and unemployment insurance taxes owed by the Railcar Subsidiaries to all applicable local, state and federal governments;
(c) pay wages and all other amounts, if any, to become due during the Interim Period on account of health and welfare insurance, accrued vacation and holiday pay and other fringe benefits consistent with past practice, which such practice includes the periodic accrual of such liabilities;
(d) maintain the present insurance coverage of the Railcar Subsidiaries’ business in effect consistent with past practice, which such practice includes the periodic accrual of such liabilities;
(e) duly withhold and collect all taxes and other assessments and liens which the Railcar Subsidiaries are required by law to withhold or to collect for periods ending prior to the Closing Date and either pay over such amounts to the proper Governmental Authorities or hold such amounts in segregated accounts pending payment;
(f) in cooperation with Buyer as required, commence all commercially reasonable action required hereunder (i) to obtain all applicable permits, licenses, certificates and other Governmental Authorizations or approvals necessary for Buyer to carry on the operations as presently conducted, and (ii) to obtain all applicable consents, approvals and agreements of, and to give all notices and make all filing with, any third parties (including, but not limited to, the Railcar Subsidiaries’ vendors and suppliers) as may be necessary to consummate the transactions contemplated hereby, by a date early enough to allow the transactions to be consummated by the Closing Date; provided, however, that neither Buyer nor Seller shall be required to agree to any unfavorable modification of any existing contract or agreement or to pay material amounts in order to obtain such consent; and
(g) maintain the Railcar Subsidiaries’ books and records consistent with prior practice.
Conduct of Business - Affirmative Covenants. Unless the prior written consent of CKF Bancorp shall have been obtained, and, except as otherwise contemplated herein:
(a) First Lancaster and the Bank shall, and shall cause each First Lancaster Subsidiary to:
(i) Operate its business only in the usual, regular, and ordinary course;
(ii) Preserve intact its business organizations and assets and to maintain its rights and franchises;
(iii) Take no action, unless otherwise required by law, rules or regulation, or except as contemplated by this Merger Agreement, that would (A) materially adversely affect the ability of any of them or CKF Bancorp to obtain any necessary approvals of Regulatory Authorities required to consummate the transactions contemplated by this Merger Agreement, or (B) adversely affect the ability of such Party to perform its covenants and agreements under this Merger Agreement;
(iv) Except as they may terminate in accordance with their terms, keep in full force and effect, and not default in any of their obligations under, all material contracts;
(v) Keep in full force and effect insurance coverage with existing or comparable responsible insurance carriers which is reasonably adequate in coverage and amount for companies the size of the First Lancaster, the Bank or any First Lancaster Subsidiary and for the businesses and properties owned by each and in which each is engaged, to the extent that such insurance is reasonably available;
(vi) Use its best efforts to retain the Bank's present customer base and to facilitate the retention of such customers after the Effective Time; and
(vii) Maintain, renew, keep in full force and effect, and preserve its business organization and material rights and franchises, permits and licenses, and to use its best efforts to maintain positive relations with its present employees so that such employees will continue to perform effectively and will be available to First Lancaster and the Bank or CKF Bancorp and CKF Bancorp's Subsidiaries at and after the Effective Time, and to use its best efforts to maintain its existing, or substantially equivalent, credit arrangements with banks and other financial institutions and to assure the continuance of the Bank's customer relationships.
(b) First Lancaster and the Bank agree to use their best efforts to assist CKF Bancorp in obtaining the Government Approvals necessary to complete the transactions contemplated hereby, and First Lancaster and the Bank shall provide to CKF Bancorp or to the appropriate government...
Conduct of Business - Affirmative Covenants. Unless the prior written consent of the Company shall have been obtained and except as otherwise contemplated herein, the Bank will operate its business only in the usual, regular and ordinary course; and take no action which would (i) adversely affect the ability of the Bank to obtain any necessary approvals of governmental authorities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in Section 9.5 of this Agreement, or (ii) adversely affect the ability of the Bank to perform its covenants and agreements under this Agreement.
Conduct of Business - Affirmative Covenants. Unless the prior written consent of Emclaire shall have been obtained, which consent shall not be unreasonably withheld:
(a) PSFC and Peoples Bank shall:
(i) Operate its business only in the usual, regular, and ordinary course;
(ii) Preserve intact its business organizations and assets and to maintain its rights and franchises;
(iii) Take no action, unless otherwise required by law, rules or regulation, that would reasonably be considered to (A) adversely affect the ability of any of them or Emclaire to obtain any necessary approvals of Regulatory Authorities required to consummate the transactions contemplated by this Reorganization Agreement, or (B) adversely affect the ability of such Party to perform its covenants and agreements under this Reorganization Agreement;
(iv) Except as they may terminate in accordance with their terms or as may be terminated by PSFC or Peoples Bank as a result of a material default by a party other than PSFC or Peoples Bank, keep in full force and effect, and not default in any of their obligations under, all material contracts;
(v) Keep in full force and effect insurance coverage with responsible insurance carriers which is reasonably adequate in coverage and amount for companies the size of PSFC or such PSFC Subsidiary and for the businesses and properties owned by each and in which each is engaged, to the extent that such insurance is reasonably available;
(vi) Use its best efforts to retain Peoples Bank's present customer base and to facilitate the retention of such customers by Peoples Bank and its branches after the Effective Time of the Merger; and
(vii) Maintain, renew, keep in full force and effect, and preserve its business organization and material rights and franchises, permits and licenses, and to use its best efforts to maintain positive relations with its present employees so that such employees will continue to perform effectively and will be available to PSFC, Peoples Bank or Emclaire and Emclaire's Subsidiaries at and after the Effective Time of the Merger, and to use its best efforts to maintain its existing, or substantially equivalent, credit arrangements with banks and other financial institutions and to assure the continuance of Peoples Bank's customer relationships.
(b) PSFC and Peoples Bank agree to use their best efforts to assist Emclaire in obtaining the Government Approvals necessary to complete the transactions contemplated hereby and do not know of any reason that such Government Approvals can ...
Conduct of Business - Affirmative Covenants. During the period from the date of this Agreement to the Effective Date or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in Schedule 6.2), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld), Warrantor shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the ordinary course of business in all material respects; provided, that IBKC or any of its Subsidiaries shall not be precluded from making any acquisition or investment in any other Person, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (iii) take no other action that would reasonably be expected to adversely affect or materially delay the ability of either IBKC or TSH to obtain any necessary approvals of any Regulatory Authorities required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby.
Conduct of Business - Affirmative Covenants. Unless the prior written consent of Lanxide or Commodore, respectively, shall have been obtained by the other Party, and except as otherwise contemplated herein, each Party shall and shall cause its Subsidiaries: to operate its business in accordance with the ordinary course of its business as currently conducted and, to the extent consistent herewith, use its reasonable best efforts to preserve intact its business organizations and assets, maintain its rights and franchises, keep available services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, all to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time, and to take no action which would (i) adversely affect the ability of any of them to obtain any necessary approvals of governmental authorities required for the transactions contemplated hereby without imposition of a condition or restriction that would have a Material Adverse Effect on either Commodore or Lanxide or (ii) adversely affect the ability of such Party to perform its covenants and agreements under this Agreement.
Conduct of Business - Affirmative Covenants. Unless the prior written consent of the other Party shall have been obtained, except as otherwise contemplated or permitted hereby or Previously Disclosed, each Party shall and shall cause its Subsidiaries: to operate its business only in the ordinary course of business of such Party and its Subsidiaries consistent with past practices, to preserve intact its business organizations and assets and maintain its rights and franchises, and to take no action which would (i) adversely affect the ability of any of them to obtain any necessary approvals of Regulatory Authorities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the second sentence of Section 8.5 of this Agreement, (ii) adversely affect the ability of such Party to perform its obligations under this Agreement, the Merger Agreement and Stock Option Agreement, or (iii) cause or permit a breach of any of its covenants or cause or permit any representation or warranty of it to become untrue in any material respect, as if each such representation and warranty were continuously made from the date hereof.
Conduct of Business - Affirmative Covenants. Unless the prior written consent of Commodore shall have been obtained, Lanxide shall and shall cause its Subsidiaries to operate its businesses in accordance with the ordinary course of its business as currently conducted and, to the extent consistent herewith, use its reasonable best efforts to preserve intact its business organizations and assets, maintain its rights and franchises, keep available services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, all to the end that its goodwill and ongoing business shall be unimpaired at the Closing Date, and to take no action which would (i) adversely affect the ability of Lanxide to obtain any necessary approvals of governmental authorities required for the transactions contemplated hereby without imposition of a condition or restriction that would have a Material Adverse Effect on Lanxide, or (ii) adversely affect the ability of Lanxide to perform its covenants and agreements under this Agreement.
Conduct of Business - Affirmative Covenants. From the date hereof through the Effective Date, the Seller will conduct its business in the ordinary course and consistent with past practice, except where the failure to do so would not have a Material Adverse Effect. Without limiting the generality of the foregoing, from the date hereof through the Effective Date, the Seller:
7.2.1 will maintain its good standing and qualification to do business in all jurisdictions where it is required to be qualified to do business, and all licenses, permits, franchises, rights and privileges which are necessary for the conduct of the its business;
7.2.2 shall continue at its expense to maintain its property and equipment in customary repair, order and working condition, reasonable wear and use excepted, and keep in full force and effect the Leases, except those which expire by their terms, and, if any Leases expire by their own terms, renew the same if such renewal is in the ordinary course of business and consistent with past custom and practice;
7.2.3 shall duly comply with all laws, regulatory requirements and agreements to which it is subject or by which it is bound;
7.2.4 shall maintain the current insurance upon its properties and with respect to the conduct of its business;
7.2.5 shall pay and discharge, before the same shall become delinquent, all Taxes imposed on it or against its income or profits or any of its properties, and all other Liabilities which, if unpaid, might become an encumbrance, except to the extent and so long as (i) the same are being contested in good faith and by appropriate proceedings, and (ii) it shall have set aside on its books reasonable reserves with respect thereto under GAAP consistently applied;
7.2.6 shall use commercially reasonable efforts to keep intact its present business organizations, keep available the services of its present officers, employees and agents and use commercially reasonable efforts to preserve its present relationships with all customers, clients, accounts, suppliers and other entities or persons having business relationships with it, in each case in the ordinary course of business or in a manner consistent with customary historical practices or course of conduct;
7.2.7 shall furnish to the Purchaser for its examination (i) its minute books containing all records required to be set forth of all proceedings, consents, actions and meetings of the shareholders and Board of Directors; (ii) all permits, orders, and consents issued by any governmental authority...
