Conduct of Business of Seller Prior to the Closing Date. During the period from the date hereof to the Closing, except as expressly contemplated or permitted by this Agreement, Seller and each Seller Subsidiary shall (a) conduct its business that is associated with the Branches in the usual, regular and ordinary course consistent with past practice and (b) use reasonable best efforts to maintain and preserve intact its business organization and its current relationships with its customers, regulators, employees and other persons associated with the Branches with which it has business or other relationships.
Conduct of Business of Seller Prior to the Closing Date. During the period from the date of this Agreement and continuing through the Closing Date, Seller agrees that except as expressly contemplated or permitted by this Agreement or to the extent that Purchaser shall otherwise consent, Seller shall carry on the Business in the ordinary course of business. Seller agrees to use its commercially reasonable efforts until the Closing Date to (i) preserve and keep intact the Business, (ii) keep available the services of the Employees of the Business and (iii) preserve its relationships with customers, suppliers and others having business dealings with Seller in connection with the Business. During the period from the date of this Agreement and continuing through the Closing Date:
Conduct of Business of Seller Prior to the Closing Date. From the date of this Agreement through the Closing Date, Seller shall (and the Owners shall cause Seller to) carry on the Business and its affairs in the ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing, prior to the Closing Date, Seller shall not (and the Owners shall not permit Seller to), without the prior written consent of Purchaser:
(a) Incur any indebtedness in connection with the Purchased Assets or the Business other than trade payables in the ordinary course of business;
(b) adopt or amend any bonus, pension, profit-sharing, retirement, benefit, welfare, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation or other similar fringe or employee benefit plans, funds, programs or arrangements (including employment contracts or executive compensation agreements, written or oral), which cover, are maintained for the benefit of, or relate to any or all of the employees of the Business (“Employee Plans”);
(c) Enter into any transaction not in the ordinary course of the Business, except as expressly permitted or required hereunder; or
(d) Except for this Agreement, enter into any oral or written agreement, contract, commitment, arrangement or understanding with respect to (i) the matters described in clauses (a) through (c) above or (ii) Intellectual Property.
Conduct of Business of Seller Prior to the Closing Date
