Common use of Conduct of the Transferred Business Prior to the Closing Clause in Contracts

Conduct of the Transferred Business Prior to the Closing. (a) From the date hereof until the earlier of the Final Closing Date and the termination of this Agreement, the Seller Entities shall, consistent with the other provisions of this Agreement: (i) use reasonable best efforts to, and cause their applicable Subsidiaries to use their respective reasonable best efforts to, conduct the Transferred Business (or any portion thereof with respect to which a Closing has not occurred) in the ordinary course consistent with past practice and maintain, generally, their existing relations and goodwill with Banking Center Customers associated with the Banking Centers with respect to which a Closing has not occurred and vendors and suppliers to the Transferred Business (or any portion thereof with respect to which a Closing has not occurred); (ii) use their ordinary course efforts to, and cause their applicable Subsidiaries to use their respective ordinary course efforts to, consistent with historical and customary past practices, preserve in all material respects, and with respect to the Banking Centers with respect to which a Closing has not occurred, the mix, type and aggregate amount of the Purchased Assets and Assumed Liabilities, including the Assumed Deposits, provided that the agreement by the Seller Entities to use their ordinary course efforts shall not be construed as any promise, representation or guarantee by the Seller Entities that such mix, type and amount will in fact be maintained and may in fact be materially different as of any Closing Date, and the occurrence of such event shall not, in and of itself, be considered a breach of the Seller Entities’ obligations under this Section 8.1(a); and (iii) between the date hereof and the Primary Closing, Seller will continue to maintain the Banking Centers in accordance with its national pricing strategy, except that Seller may in its sole discretion adjust its rates and pricing to respond to actions taken in the market by Purchaser.

Conduct of the Transferred Business Prior to the Closing. (a) From the date hereof until the earlier of the Final Closing Date and the termination of this Agreement, Assignor shall use commercially reasonable efforts to cause the Seller Entities shallHSBC Sellers, consistent with the other provisions of this Agreement: (i) to use reasonable best efforts to, and cause their applicable Subsidiaries to use their respective reasonable best efforts to, conduct the Transferred Business (or any portion thereof with respect to which a Closing has not occurred) in the ordinary course consistent with past practice and maintain, generally, their existing relations and goodwill with Banking Center Customers associated with the Banking Centers with respect to which a Closing has not occurred and vendors and suppliers to the Transferred Business (or any portion thereof with respect to which a Closing has not occurred)Business; (ii) to use their ordinary course efforts to, and cause their applicable Subsidiaries to use their respective ordinary course efforts to, consistent with historical and customary past practices, preserve in all material respects, and with respect to the Banking Centers with respect to which a Closing has not occurredCenters, the mix, type and aggregate amount of the Purchased Assets and Assumed Liabilities, including the Assumed Deposits, provided that the agreements in this Section 8.1 and the agreement by of the Seller Entities to use their ordinary course efforts HSBC Sellers in Section 8.1 of the Primary Purchase Agreement shall not be construed as any promise, representation or guarantee by Assignor or the Seller Entities HSBC Sellers that such mix, type and amount will in fact be maintained and may in fact be materially different as of any the Closing Date, and the occurrence of such event shall not, in and of itself, be considered a breach of the Seller Entitiesobligations of Assignor or the HSBC Sellers’ obligations under this Section 8.1(a)) or Section 8.1 of the Primary Purchase Agreement; and (iii) between the date hereof and the Primary Closing, Seller will to continue to maintain the Banking Centers in accordance with its national pricing strategy, except that Seller HSBC may in its sole discretion adjust its rates and pricing to respond to actions taken in the market by PurchaserAssignor.

Conduct of the Transferred Business Prior to the Closing. (a) From the date hereof until the earlier of the Final Closing Date and the termination of this Agreement, Assignor will use commercially reasonable efforts to cause the Seller Entities shallHSBC Sellers, consistent with the other provisions of this Agreement: (i) to use reasonable best efforts to, and cause their applicable Subsidiaries to use their respective reasonable best efforts to, conduct the Transferred Business (or any portion thereof with respect to which a Closing has not occurred) in the ordinary course consistent with past practice and maintain, generally, their existing relations and goodwill with Banking Center Customers associated with the Banking Centers with respect to which a Closing has not occurred and vendors and suppliers to the Transferred Business (or any portion thereof with respect to which a Closing has not occurred)Business; (ii) to use their ordinary course efforts to, and cause their applicable Subsidiaries to use their respective ordinary course efforts to, consistent with historical and customary past practices, preserve in all material respects, and with respect to the Banking Centers with respect to which a Closing has not occurredCenters, the mix, type and aggregate amount of the Purchased Assets and Assumed Liabilities, including the Assumed Deposits, provided that the agreements in this Section 8.1 and the agreement by of the Seller Entities to use their ordinary course efforts HSBC Sellers in Section 8.1 of the Primary Purchase Agreement shall not be construed as any promise, representation or guarantee by Assignor or the Seller Entities HSBC Sellers that such mix, type and amount will in fact be maintained and may in fact be materially different as of any the Closing Date, and the occurrence of such event shall not, in and of itself, be considered a breach of the Seller Entitiesobligations of Assignor or the HSBC Sellers’ obligations under this Section 8.1(a)) or Section 8.1 of the Primary Purchase Agreement; and (iii) between the date hereof and the Primary Closing, Seller will to continue to maintain the Banking Centers in accordance with its national pricing strategy, except that Seller HSBC may in its sole discretion adjust its rates and pricing to respond to actions taken in the market by PurchaserAssignor.

Conduct of the Transferred Business Prior to the Closing. (a) From the date hereof until the earlier of the Final Closing Date and the termination of this Agreement, the Seller Entities shall, consistent with the other provisions of this Agreement: (i) use commercially reasonable best efforts to, and shall cause their applicable its Subsidiaries to use their respective commercially reasonable best efforts to, conduct the Transferred Business (or any portion thereof with respect to which a Closing has not occurred) in the ordinary course consistent with past practice and maintain, generally, their existing relations and goodwill with Banking Center Customers associated with the Banking Centers with respect to which a Closing has not occurred and vendors and suppliers to the Transferred Business (or any portion thereof with respect to which a Closing has not occurred)Business; (ii) use their its ordinary course efforts to, and cause their applicable its Subsidiaries to use their respective ordinary course efforts to, consistent with historical and customary Seller’s past practices, preserve in all material respects, and with respect to the Banking Centers with respect to which a Closing has not occurredCenters, the mix, type and aggregate amount of the Purchased Assets and Assumed Liabilities, including the Assumed Deposits, provided that the agreement by the Seller Entities to use their ordinary course efforts agreements in this Section 8.1 shall not be construed as any promise, representation or guarantee by the Seller Entities that such mix, type and amount will in fact be maintained and may in fact be materially different as of any the Closing Date, and the occurrence of such event shall not, in and of itself, be considered a breach of the obligations of Seller Entities’ obligations under this Section 8.1(a8.1; (iii) continue to price Assumed Deposits at the Banking Centers in the ordinary course of business consistent with Seller’s past practices (including general deposit pricing policies in effect for the Banking Centers as of the date hereof); and (iiiiv) between shall not, without the date hereof and the Primary Closingprior written consent of Purchaser (such consent not to be unreasonably withheld, Seller will continue to maintain the Banking Centers in accordance with its national pricing strategy, except that Seller may in its sole discretion adjust its rates and pricing to respond to actions taken in the market by Purchaser.conditioned or delayed):