Required Acts. Between the date of this Agreement and the Closing, HBI will, and will cause each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCB:
(a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles;
(b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted;
(c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI or any of its Subsidiaries may in good faith reasonably dispute;
(d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion;
(e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings;
(f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAP;
(g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries;
(h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due;
(i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP);
(j) promptly classify and charge off loans and make appropriate adjustments...
Required Acts. In furtherance of and without limiting Section 6.01, except as otherwise expressly contemplated under this Agreement, between the date of this Agreement and the Closing, HRB Bank will:
(a) Timely file all Tax Returns required to be filed by it and promptly pay all Taxes that become due and payable, except those being contested in good faith by appropriate proceedings, with adequate reserves established;
(b) Promptly classify and charge off Loans and make appropriate adjustments to loss reserves in accordance with the Call Report Instructions, applicable regulatory definitions and the Uniform Retail Credit Classification and Account Management Policy;
(c) Maintain its books of account in accordance with GAAP;
(d) Promptly inform Republic of all material issues and developments arising in relation to the Transferred Assets and the Assumed Liabilities; and
(e) Promptly take all reasonable actions to wind down all Brokered Deposits.
Required Acts. In furtherance of and without limiting Section 6.01, except as otherwise expressly contemplated under this Agreement, between the date of this Agreement and the Closing, HRB Bank will:
(a) Timely file all Tax Returns required to be filed by it and promptly pay all Taxes that become due and payable, except those being contested in good faith by appropriate proceedings, with adequate reserves established;
(b) Promptly classify and charge off Loans and make appropriate adjustments to loss reserves in accordance with the Call Report Instructions, applicable regulatory definitions and the Uniform Retail Credit Classification and Account Management Policy;
(c) Maintain its books of account in accordance with GAAP or regulatory accounting principles (as applicable);
(d) Promptly inform BofI of all material issues and developments arising in relation to the Transferred Assets and the Assumed Liabilities; and
(e) Promptly take all reasonable actions to wind down all Brokered Deposits.
Required Acts. The appropriate officers of the City of Connellsville are hereby authorized and directed to do all other acts and things necessary or desirable in connection with the incorporation of the Redevelopment Authority of the City of Connellsville. (Ord. 1154B, 8/22/1977, §3) The name of the Authority shall be "Redevelopment Authority of the City of Connellsville." (Ord. 1154B, 8/22/1977, Exhibit A, §101)
Required Acts. In furtherance of and without limiting Section 6.01, except as otherwise expressly contemplated under this Agreement, between the date of this Agreement and the Closing, MBank will:
(a) Timely file all Tax Returns required to be filed by it and promptly pay all Taxes that become due and payable for the Pre-Closing Tax Period, except those being contested in good faith by appropriate proceedings, with adequate reserves established;
(b) Promptly classify and charge off Loans and make appropriate adjustments to loss reserves in accordance with the Call Report Instructions, applicable regulatory definitions and the Uniform Retail Credit Classification and Account Management Policy;
(c) Maintain its books of account in accordance with GAAP;
(d) Promptly inform Riverview of all material issues and developments arising in relation to the Transferred Assets and the Assumed Liabilities;
(e) Promptly take all reasonable actions to wind down all Brokered Deposits; and
(f) Promptly and timely provide Riverview with all credit memos and financial data for all new Loan requests in excess of $100,000.
Required Acts. From the date of this Agreement to the Closing Date, except (i) as otherwise contemplated by this Agreement, (ii) as required by law or regulation, or (iii) otherwise permitted in writing by the Buyer, which permission shall not be unreasonably withheld, the Seller shall:
(a) Timely file all reports required to be filed with governmental authorities and observe and conform to all applicable laws, rules, regulations, ordinances, codes, orders, licenses and permits, except those being contested in good faith by appropriate proceedings;
(b) File all tax returns required to be filed by it, and pay, not later than when due by law, all taxes, assessments, governmental charges, duties, penalties, interest and fines that are due and payable in connection with such tax returns, and timely file or properly request an extension for filing such other tax returns required to be filed by it and promptly pay such other taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings;
(c) Promptly take all actions required under the Written Agreement and any other regulatory enforcement action; and
(d) Perform or take any action required of it by any Bank Regulator with respect to ownership and operation of the Bank.
Required Acts. Finder shall, at its own expense:
(a) observe all directions and instructions given to it by Custom in relation to the marketing, advertisement, and promotion of the purchase of the Products;
(b) market, advertise, promote, and solicit the purchase of the Products by Custom and conduct business in a manner that reflects favorably at all times on the good name, goodwill, and reputation of Custom;
(c) promptly notify Custom of any complaint or adverse claim about the purchase of any Product by Custom of which Finder becomes aware; and
(d) maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations under these Terms.
Required Acts. Prior to the Closing, the Seller shall, and shall cause the Delaware Company and OSBOT to, unless otherwise permitted in writing by the Purchaser:
A. operate only in the ordinary course of business and consistent with past banking practices;
B. maintain in full force and effect all insurance policies now in effect or renewals thereof and, except as required by prudent business practices that do not jeopardize insurance coverage, give all notices and present all claims under all insurance policies in due and timely fashion;
C. timely file all reports required to be filed with governmental authorities and observe and conform to all applicable laws, rules, regulations, ordinances, codes, orders, licenses and permits, except those being contested in good faith by appropriate proceedings;
D. timely file all tax returns required to be filed by it and promptly pay all taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings; and
E. withhold from each payment made to each of its employees the amount of all taxes required to be withheld therefrom and pay the same to the proper tax receiving authorities.
Required Acts. Except as otherwise expressly contemplated under this Agreement, between the date of this Agreement and the Closing, First Bank will:
(a) Operate only in the ordinary course of business and consistent with past practices;
(b) Except as required by prudent business practices, use all reasonable efforts to preserve its business organization intact and to retain its present directors, Affiliates, customers, depositors and employees;
(c) Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as First Bank may in good faith reasonably dispute;
Required Acts. (a) On or before Completion, the Sellers, at their own cost, must do (or must procure, as applicable) each of the acts, matters or things set out in Schedule 10, in each case in such form, substance and manner approved in writing by the Buyer, acting reasonably.
(b) The Buyer may in its sole discretion waive the Sellers’ obligation to do one or more of the acts, matters or things set out in Schedule 10.
