Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will:
(i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers;
(ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and
(iii) Maintain the Real Property, the Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and tear, casualty and condemnation excepted.
(b) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser:
(i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the Purchaser;
(ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of the Employees other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees other than regular bonuses granted based on historical practice;
(iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices;
(iv) Increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser...
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Time, Sellers shall:
(1) carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact their current business organization and preserve their business relationships with depositors, customers, and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, however, that a Seller need not, in their sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Banking Centers;
(2) cooperate with and assist Purchasers in assuring the orderly transition of the business of the Banking Centers to Purchasers from Sellers; and
(3) maintain the Real Property, the leased Banking Center location, and the Personal Property in their current condition, ordinary wear and tear excepted.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Time, Seller covenants that it will:
(a) Carry on, or cause to be carried on, the business of the Banking Facilities substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Facilities; provided, however, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Banking Facilities;
(b) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Facilities to Purchaser from Seller; and
(c) Maintain the Real Property and the Personal Property in its current condition, ordinary wear and tear excepted.
Conduct of Business; Maintenance of Properties. The Credit Parties shall engage solely, and will cause each Credit Party to engage solely, in the business of developing and operating the Mineral Properties, and other prospective projects, and in activities incident thereto, in accordance with Prudent Mining Industry Practices. The Credit Parties shall use commercially reasonable efforts to explore, investigate, develop and use the Mineral Properties in accordance with Prudent Mining Industry Practices. The Credit Parties shall diligently and continuously work to develop and operate the Mineral Properties. The Credit Parties shall from time to time, make and cause to be made, all repairs, renewals, replacements, additions and improvements to the Mineral Properties and their properties and assets, such that the Borrower and the other Credit Parties may properly and advantageously conduct their business at all times in accordance with Prudent Mining Industry Practices.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Time, Seller covenants that it will:
(a) carry on, or cause to be carried on, the business of the Branches substantially in the same manner as on the date hereof, use all commercially reasonable efforts to preserve intact its current business organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be transferred to Buyer; provided, however, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Branches;
(b) cooperate with and assist Buyer in assuring the orderly transition of the business of the Branches to Buyer from Seller; and
(c) maintain the Real Property and the Personal Property in their current condition, ordinary wear and tear excepted.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Date, Seller covenants that it will:
(a) Carry on the business of the Branches substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Branches; provided, however, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Branches;
(b) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Branches to Purchaser from Seller; and
(c) Maintain the Owned Branches and Personal Property in their current condition, ordinary wear and tear excepted.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Date, Seller covenants that it will:
(a) Carry on the business of the Branch substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Branch;
(b) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Branch to Purchaser from Seller;
(c) Maintain the Branch in its current condition, ordinary wear and tear excepted; and
(d) Not change its deposit rates and terms for customers of the Branch other than routine changes consistently followed by its other branches or subsidiary financial institutions within the State of Georgia.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Time, Huntington covenants that it will cause Sellers to:
(1) carry on, or cause to be carried on, the business of the Banking Center substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Center; provided, however, that a Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Banking Center;
(2) cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Center to Purchaser from Sellers; and
(3) Maintain the Real Property and the Personal Property in their current condition, ordinary wear and tear excepted.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Time, Advantage covenants that it will:
(a) carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, however, that Advantage need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Banking Centers;
(b) cooperate with and assist Peoples in assuring the orderly transition of the business of the Banking Centers to Peoples from Advantage; and
(c) maintain the Real Property in its current condition, ordinary wear and tear excepted.
Conduct of Business; Maintenance of Properties. From the date hereof until the Effective Time, Seller covenants that it will:
(a) Carry on its business with respect to the Deposit Accounts substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization and preserve its business relationships with the Depositors. Notwithstanding the foregoing, Seller need not, in its sole discretion, advertise or promote new Deposit Account relationships and shall not change interest rates paid on the Deposit Accounts other than as appropriate, in Seller's discretion, to match rates paid by competitors on similar accounts;
(b) Cooperate with and assist Purchaser in assuring the orderly transition of the Deposit Accounts and Records;
(c) Maintain its books of account and records concerning the Deposit Liabilities in the ordinary and usual manner;
(d) Not take any action which would cause any representation or warranty made herein to be untrue at the date of Closing; and
(e) Not make any changes in its management policies or pricing with respect to the Deposit Accounts, unless the changes are consistent with competitive market conditions.
