Covenants of Charter. Charter will use commercially reasonable efforts to (a) carry on its business, including the business of CharterBank, only in the Ordinary Course of Business and consistent with prudent banking practice and in compliance in all material respects with all applicable Laws (b) preserve its business organizations and assets intact, (c) keep available to itself and CenterState the present services of the current officers and employees of Charter and CharterBank, and (d) preserve for itself and CenterState the goodwill of its customers, key employees, lessors and others with whom business relationships exist. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement (including as set forth in Charter Disclosure Schedule Section 5.01), (ii) with the prior written consent of CenterState, which consent shall not be unreasonably withheld, conditioned or delayed (provided, however, with respect to Section 5.01(q)(i), Section 5.01(r), and Section 5.01(s), if CenterState shall not have disapproved of Charter’s request in writing within two (2) Business Days of receipt of such written request from Charter, then such request shall be deemed to be approved by CenterState), or (iii) required by Law, Charter shall not and shall not permit CharterBank to:
Covenants of Charter. After termination of Executive’s employment, Charter’s executive officers and Human Resource employees will not criticize, denigrate, disparage, or make any derogatory or critical statement about Executive to any third party entity, non-director third party, or other person not affiliated with Charter (including but not limited to in any internet publication, posting, message board or weblog), or instruct others to do so. This provision shall cease to apply when the provisions of Section 7.2 (e) cease to apply to Executive. A breach or violation of the provisions set forth above in this Section 7.6 shall not bar, preclude, limit or be a defense to Charter’s right to enforce, and/or Charter’s right to recover damages or other relief for any breach of, any of the covenants or agreements of Executive set out in Section 6 or 7.2 of this Agreement. Nothing in this paragraph shall prevent anyone from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law, including, but not limited to, assisting in an investigation or proceeding brought by any governmental or regulatory body or official related to alleged violations of any law relating to fraud or any rule or regulation of the Securities and Exchange Commission.
Covenants of Charter. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Magna, Charter shall carry on its business, and shall cause each Charter Subsidiary to carry on its business, in the ordinary course consistent with past practice. Charter will use its reasonable best efforts to (x) preserve its business organization and that of each Charter Subsidiary intact, (y) keep available to itself the present services of the employees of Charter and Charter Bank and (z) preserve for itself the goodwill of the customers of Charter and each Charter Subsidiary and others with whom such business relationships exist. Without limiting the generality of the foregoing, and except as set forth on Section 5.1 of the Charter Disclosure Schedule or as otherwise contemplated by this Agreement or consented to in writing by Magna, Charter shall not, and, where applicable, shall not permit a Charter Subsidiary to:
