Common use of Required Acts of Seller Clause in Contracts

Required Acts of Seller. Prior to the Closing, Seller shall, with respect to the Branch, unless otherwise permitted in writing by Buyer: A. Operate the Branch in the ordinary course of business; B. Use all commercially reasonable efforts to preserve its business organization intact and to retain its present customers, depositors and Offer Employees; C. Act in a commercially reasonable manner to preserve or attempt to preserve its goodwill; D. Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business associated with the Branch, except such obligations as Seller may in good faith reasonably dispute; E. Maintain all personal property in its current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and Liabilities; F. 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 as reasonably necessary to preserve the value of the Assets and Liabilities; G. 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 subject only to permitted extension periods; H. 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 with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protests; I. Withhold from each payment made to each of the Offer Employees the amount of all Taxes (including, but not limited to, federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; J. Continue to follow and, when necessary in Seller’s opinion, implement, policies, procedures and practices regarding the identification, monitoring, classification and treatment of Assets and Liabilities in accordance with prudent banking practices; K. Cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities to Buyer from Seller; and L. On or prior to the Closing Date, Seller shall pay in full all production, incentive, performance or annual bonus to Assumed Employees that have been earned through the Closing Date or that directly relate to achievement of employee goals.

Required Acts of Seller. Prior to Before the ClosingClosing (unless otherwise noted herein), Seller shall, with respect to the BranchBranches, unless otherwise permitted in writing by Buyer: A. Operate (a) operate the Branch Branches in the ordinary normal course of businessbusiness consistent with past practices or Seller’s practices generally; B. Use all (b) use commercially reasonable efforts to preserve its the business organization of the Branches intact and to retain its the present customers, depositors depositors, suppliers, officers and Offer Employeesemployees of the Branches; provided, however, that nothing in this subsection shall obligate Seller to take any actions that are inconsistent with Seller’s past practices or Seller’s practices generally; C. Act in a commercially reasonable manner to preserve or attempt to preserve its goodwill; D. Perform (c) perform all of its obligations under contracts, leases and documents relating to or affecting its assetsthe Assets, properties and business associated with the BranchBranches, except such obligations as Seller may in good faith reasonably dispute; E. Maintain (d) maintain all personal property Real Property and Personal Property and all improvements on the premises of the Branches in its their current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and Liabilitiesexcepted; F. Maintain (e) 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 as reasonably necessary to preserve the value of the Assets and Liabilitiesfashion; G. Timely file (f) continue to follow policies, procedures and practices regarding the identification, monitoring, classification and treatment of 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 subject only to permitted extension periodsAssets in substantially the same manner as it has in the past; H. 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 with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protests; I. Withhold (g) withhold from each payment made to each of its employees housed at the Offer Employees Branches the amount of all Taxes (including, but not limited to, federal income taxesTaxes, FICA taxes Taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax Tax receiving officers; J. Continue (h) as applicable, continue to follow and, when necessary in Seller’s opinion, implement, policies, procedures and practices regarding depreciate the identification, monitoring, classification and treatment of Assets and Liabilities in accordance with prudent banking practices;GAAP applied on a basis consistent with prior periods; and K. Cooperate (i) reasonably cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities Branches to Buyer from Seller; and L. On provided, however, that nothing in this subsection shall obligate Seller to pay costs or prior to the Closing Date, Seller shall pay in full all production, incentive, performance or annual bonus to Assumed Employees that have been earned through the Closing Date or that directly relate to achievement expenses on behalf of employee goalsBuyer.

Required Acts of Seller. Prior to the Closing, Seller shall, with respect to the BranchBranches, unless otherwise permitted in writing by Buyer: A. Operate the Branch Branches in the ordinary course of business; B. Use all commercially reasonable efforts to preserve its business organization intact and to retain its present customers, depositors depositors, suppliers, officers and Offer Employeesemployees; C. Act in a commercially reasonable manner to that will preserve or attempt to preserve its goodwill; D. Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business associated with the BranchBranches, except such obligations as Seller may in good faith reasonably dispute; E. Maintain all personal property Personal Property in its current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and Liabilitiesexcepted; F. 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 as reasonably necessary to preserve the value of the Assets and Liabilitiesfashion; G. 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 subject only to permitted extension periodspermits; H. Timely file all Tax Returns tax returns required to be filed by it and promptly pay all Taxestaxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protestspayable; I. Withhold from each payment made to each of the Offer Employees its employees the amount of all Taxes taxes (including, but not limited to, federal Federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; J. Continue to follow and, when necessary in Seller’s opinion, implement, and implement policies, procedures and practices regarding the identification, monitoring, classification and treatment of Assets and Liabilities all assets in accordance with prudent banking practicessubstantially the same manner as it has in the past; K. Cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities Branches to Buyer from Seller; and L. On Remove all signage from the Branches at the expense of Seller on or prior to before the Closing Date, Seller it being understood that Buyer shall pay in full all production, incentive, performance be responsible for installation of its signage at its expense on or annual bonus to Assumed Employees that have been earned through after the Closing Date or that directly relate to achievement of employee goalsDate.

Required Acts of Seller. Prior to the Closing, Seller shall, with respect to the Branch, unless otherwise permitted in writing by Buyer: A. Operate the Branch in the ordinary course of business; B. Use all commercially reasonable efforts to preserve its business organization intact and to retain its present customers, depositors depositors, suppliers, officers and Offer Employeesemployees; C. Act in a commercially reasonable manner to that will preserve or attempt to preserve its goodwill; D. Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business associated with the Branch, except such obligations as Seller may in good faith reasonably dispute; E. Maintain all personal property Personal Property in its current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets excepted; Branch Purchase and Liabilities;Assumption Agreement F. 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 as reasonably necessary to preserve the value of the Assets and Liabilitiesfashion; G. 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 subject only to permitted extension periodspermits; H. Timely file all Tax Returns tax returns required to be filed by it and promptly pay all Taxestaxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protestspayable; I. Withhold from each payment made to each of the Offer Employees its employees the amount of all Taxes taxes (including, but not limited to, federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; J. Continue to follow and, when necessary in Seller’s opinion, implement, and implement policies, procedures and practices regarding the identification, monitoring, classification and treatment of Assets and Liabilities all assets in accordance with prudent banking practicessubstantially the same manner as it has in the past; K. Cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities to Buyer from Seller; and L. On Remove all signage from the Branch at the expense of Seller on or prior to before the Closing Date, Seller it being understood that Buyer shall pay in full all production, incentive, performance be responsible for installation of its signage at its expense on or annual bonus to Assumed Employees that have been earned through after the Closing Date or that directly relate to achievement of employee goalsDate.

Required Acts of Seller. Prior to From the Closingdate of this Agreement until the earlier of the Closing or termination of this Agreement (unless otherwise noted herein), Seller shall, with respect to the BranchBranches, unless otherwise permitted in writing by Buyer: A. Operate (a) operate the Branch Branches in the ordinary normal course of businessbusiness consistent with past practices or Seller’s practices generally (except that, from and after the date of this Agreement, and notwithstanding anything herein to the contrary, Seller may make changes to lending approval authorities of Branch Employees to the extent Seller reasonably determines necessary or prudent in connection with the transactions contemplated hereby); B. Use all (b) use commercially reasonable efforts to preserve its the business organization of the Branches intact and to retain its the present customers, depositors depositors, suppliers, officers and Offer Employeesemployees of the Branches; provided, however, that nothing in this subsection shall obligate Seller to take any actions that are inconsistent with Seller’s past practices or Seller’s practices generally; C. Act in a commercially reasonable manner to preserve or attempt to preserve its goodwill; D. Perform (c) perform all of its obligations under contracts, leases and documents relating to or affecting its assetsthe Assets, properties and business associated with the BranchBranches, except such obligations as Seller may in good faith reasonably dispute; E. Maintain (d) maintain all personal property Personal Property and all improvements on the premises of the Branches in its their current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and Liabilitiesexcepted; F. Maintain (e) 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 as reasonably necessary to preserve the value of the Assets and Liabilitiesfashion; G. Timely file (f) continue to follow policies, procedures and practices regarding the identification, monitoring, classification and treatment of 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 subject only to permitted extension periodsAssets in substantially the same manner as it has in the past; H. 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 with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protests; I. Withhold (g) withhold from each payment made to each of its employees housed at the Offer Employees Branches the amount of all Taxes (including, but not limited to, including federal income taxesTaxes, FICA taxes Taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax Tax receiving officers; J. Continue (h) as applicable, continue to follow and, when necessary in Seller’s opinion, implement, policies, procedures and practices regarding depreciate the identification, monitoring, classification and treatment of Assets and Liabilities in accordance with prudent banking practices;GAAP applied on a basis consistent with prior periods; and K. Cooperate (i) reasonably cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities Branches to Buyer from Seller; and L. On provided, however, that nothing in this subsection shall obligate Seller to pay costs or prior to the Closing Date, Seller shall pay in full all production, incentive, performance expenses or annual bonus to Assumed Employees that have been earned through the Closing Date or that directly relate to achievement incur any other obligations on behalf of employee goalsBuyer.

Required Acts of Seller. Prior Except as otherwise may be required by any regulatory authority or applicable law or permitted by the terms of this Agreement, Seller shall from the date of this Agreement to the Closing, Seller shall, with respect to the Branch, unless otherwise permitted in writing by Buyer: A. Operate the Branch in the ordinary course of business, substantially in the same manner as on the date hereof and reasonably consistent with prudent business practices; B. Use all commercially reasonable efforts to preserve its business organization intact and to retain its present customers, depositors customers and Offer Employeesdepositors; C. Act Perform in a commercially reasonable manner to preserve or attempt to preserve its goodwill; D. Perform all material respects all of its obligations under contracts, leases and documents relating to or affecting its assets, properties the Assets and business associated with the BranchReal Property, except such obligations as Seller may in good faith reasonably dispute; E. D. Maintain all personal property FFE in its current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and LiabilitiesFFE; F. E. Maintain in full force and effect all insurance policies now in effect (or substantially comparable replacement policies) or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion within the time periods permitted thereby as reasonably necessary to preserve the value of the Assets and Liabilities; G. F. Timely file all material reports related to the Branch required to be filed with governmental authorities and observe and conform in all material respects to all applicable laws, rules, regulations, ordinances, codes, orders, licenses and permits subject only to permitted extension periods; H. 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 with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protests; I. G. Withhold from each payment made to each of the Offer Branch Employees the amount of all Taxes (including, but not limited to, federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; J. Continue to follow and, when necessary in Seller’s opinion, implement, policies, procedures and practices regarding the identification, monitoring, classification and treatment of Assets and Liabilities in accordance with prudent banking practices; K. Cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities to Buyer from Seller; and L. H. On or prior to the Closing Date, Seller shall pay in full all production, incentive, performance or annual bonus payment to Assumed Branch Employees to be employed by Buyer that have been earned through the Closing Date or that directly relate Date; and I. Reasonably cooperate with and use its commercially reasonable efforts to achievement assist Buyer in assuring the transition of employee goalsthe business of Seller with respect to the Assets and Liabilities to Buyer from Seller.

Required Acts of Seller. Prior to the Closing, Seller shall, with respect to the Branch, unless otherwise permitted in writing by Buyer: A. Operate the Branch in the ordinary course of business; B. Use all commercially reasonable efforts to preserve its business organization intact and to retain its present customers, depositors depositors, suppliers, officers and Offer Employeesemployees; C. Act in a commercially reasonable manner to that will preserve or attempt to preserve its goodwill; D. Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business associated with the Branch, except such obligations as Seller may in good faith reasonably dispute; E. Maintain all personal property Personal Property in its current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and Liabilitiesexcepted; F. 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 as reasonably necessary to preserve the value of the Assets and Liabilitiesfashion; G. 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 subject only to permitted extension periodspermits; H. Timely file all Tax Returns tax returns required to be filed by it and promptly pay all Taxestaxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protestspayable; I. Withhold from each payment made to each of the Offer Employees its employees the amount of all Taxes taxes (including, but not limited to, federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; J. Continue to follow and, when necessary in Seller’s opinion, implement, and implement policies, procedures and practices regarding the identification, monitoring, classification and treatment of Assets and Liabilities all assets in accordance with prudent banking practicessubstantially the same manner as it has in the past; K. Cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities to Buyer from Seller; and L. On Remove all signage from the Branch at the expense of Seller on or prior to before the Closing Date, Seller it being understood that Buyer shall pay in full all production, incentive, performance be responsible for installation of its signage at its expense on or annual bonus to Assumed Employees that have been earned through after the Closing Date or that directly relate to achievement of employee goalsDate.

Required Acts of Seller. Prior to the Closing, Seller shall, with respect to the Branch, unless otherwise permitted in writing by Buyer, and as such acts relate to the Branches: A. Operate the Branch Branches in the ordinary course of business; B. Use all commercially reasonable efforts to preserve its business organization intact and to retain its present customers, depositors depositors, suppliers, officers and Offer Employeesemployees; C. Act in a commercially reasonable manner to that will preserve or attempt to preserve its goodwill; D. Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business associated with the BranchBranches, except such obligations as Seller may in good faith reasonably dispute; E. Maintain all personal property Real Property and Personal Property in its current operating condition and repair, ordinary wear and tear excepted as reasonably necessary to preserve the value of the Assets and Liabilitiesexcepted; F. 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 as reasonably necessary to preserve the value of the Assets and Liabilitiesfashion; G. 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 subject only to permitted extension periodspermits; H. Timely file all Tax Returns tax returns required to be filed by it and promptly pay all Taxestaxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable with respect to the Assets and Liabilities subject only to permitted extension periods and to good faith disputes and protestspayable; I. Withhold from each payment made to each of the Offer Employees its employees the amount of all Taxes taxes (including, but not limited to, federal Federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; J. Continue to follow and, when necessary in Seller’s opinion, implement, and implement policies, procedures and practices regarding the identification, monitoring, classification and treatment of Assets and Liabilities all assets in accordance with prudent banking practices;substantially the same manner as it has in the past; and K. Cooperate with and reasonably assist Buyer in assuring the orderly transition of the business of the Branch with respect to the Assets and Liabilities Branches to Buyer from Seller; and L. On or prior , including permission by Seller to meet regularly with Seller's Chief Lending Officer, Xx. Xxxxx Xxxxx, and to receive reports from Xx. Xxxxx regarding any matters related to the Closing Dateassets or liabilities of the Branches to be acquired by Buyer. If the Acquisition is finally disapproved by any appropriate regulatory authority, Seller shall pay in full all production, incentive, performance or annual bonus the Buyer's representatives will no longer be entitled to Assumed Employees that have been earned through the Closing Date or that directly relate to achievement of employee goalsreceive such reports.