Common use of Conduct of Business Before Closing Clause in Contracts

Conduct of Business Before Closing. (a) Seller will carry on the business of the Branches diligently and substantially in the same manner as on the date hereof, and Seller will not, with respect to the Branches, engage in any one or more activities or transactions that are outside the ordinary course of the business of the Branches, as conducted as of the date hereof, except for activities or transactions contemplated by this Agreement or necessary to obtain any regulatory or governmental approval of the transactions contemplated by this Agreement or otherwise to comply with any requirement of any applicable law, rule or regulation or any order of any court or other governmental authority. In addition, Seller shall use its commercially reasonable efforts: (i) to preserve its business operations as conducted at the Branches, (ii) to preserve for Buyer the goodwill of its customers and others doing business with the Branches; (iii) to maintain and preserve intact its relationship with the personnel of the Branches; and (iv) to cooperate with and assist in assuring the orderly transition of such business from Seller to Buyer. Nothing herein shall be construed as requiring Seller to engage in any activities or efforts outside the ordinary course of business as presently conducted. (b) Except as may be required by any regulatory or other governmental authorities or as necessary to comply with any applicable law, rule or regulation or any order of any court or other governmental authority, Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld: (i) transfer to Seller’s other branches any Assets; (ii) transfer to Seller’s other branches any Deposit Accounts at the Branches except upon the unsolicited request of a depositor in the ordinary course of business; (iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding, or negotiate with any party with respect to entering into a contract, agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Assets or Deposit Liabilities except in the ordinary course of business or pursuant to this Agreement; (iv) except for improvements to ATMs at the Branches required for compliance with the Americans With Disabilities Act of 1990, as amended, invest in any fixed assets or improvements to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000); (v) enter into any new contract, commitment, lease or other transaction relating to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000); (vi) except as consistent with past practice, offer to pay or pay any Deposit Account at the Branches (including upon renewal of any Deposit Accounts) any rate that would deviate materially from Seller’s historical pricing practices (considered to be the offering of rates consistent with those publically posted and/or offered to all depositors by the Seller) and which is higher than that generally offered by Seller on similar deposit products at other offices of Seller; (vii) originate or renew any Loan with an original principal balance of fifty thousand dollars ($50,000) or more (except for any Loan originated for sale in the secondary market and classified as held-for-sale by the Seller); (viii) agree to increase the salary, remuneration or compensation (including insurance, pension or other benefit plan) payable or to become payable to the Employees other than in accordance with Seller’s customary policies and/or bank-wide changes, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice; (ix) hire any new employees, or terminate any current employees other than for cause, at the Branches; (x) fail to classify any Loan that should be classified consistent with Seller’s past practice regarding loan classifications as “watch,” “special mention,” “substandard,” “doubtful,” “loss,” or TDR; (xi) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Branches, which is not terminable within thirty (30) days without liability to Buyer; (xii) originate or renew any Deposits Liabilities from financial institutions; (xiii) originate or renew at the Branches any brokered deposits as defined in 12 C.F.R. §337.6(a)(2); or (xiv) originate at the Branches any new “jumbo” certificate of deposit (those with a principal balance of $100,000 or more) for any potential depositor located or residing outside of the Buyer’s primary market area of C▇▇▇▇, ▇▇▇▇▇, H▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Washington Counties in Indiana. (c) For each month end between the date hereof and the Closing Date, the Seller shall provide the Buyer, within fifteen (15) calendar days of each such month end, a detailed schedule of all Loans originated during the preceding month. (d) For each month end between the date hereof and the Closing Date, the Seller shall provide the Buyer, within fifteen (15) calendar days of each such month end, a detailed schedule of all Deposit Accounts transferred from the Branches to another banking office of the Seller pursuant to Section 8.2(b)(ii) hereof during the preceding month. (e) Between the date hereof and the Closing Date, Seller shall promptly advise Buyer in writing of any fact that, if existing or known as of the date hereof, would have made any of the representations contained herein inaccurate or untrue in any material respect.

Conduct of Business Before Closing. (a) Seller will carry on the business of the Branches diligently and substantially in the same manner as on the date hereof, and Seller will not, with respect to the Branches, engage in any one or more activities or transactions that are outside the ordinary course of the business of the Branches, as conducted as of the date hereof, except for activities or transactions contemplated by this Agreement or necessary to obtain any regulatory or governmental approval of the transactions contemplated by this Agreement or otherwise to comply with any requirement of any applicable law, rule or regulation or any order of any court or other governmental authority. In addition, Seller shall use its commercially reasonable efforts: (i) to preserve its business operations as conducted at the Branches, (ii) to preserve for Buyer the goodwill of its customers and others doing business with the Branches; (iii) to maintain and preserve intact its relationship with the personnel of the Branches; and (iv) to cooperate with and assist in assuring the orderly transition of such business from Seller to Buyer. Nothing herein shall be construed as requiring Seller to engage in any activities or efforts outside the ordinary course of business as presently conducted. (b) Except as may be required by any regulatory or other governmental authorities or as necessary to comply with any applicable law, rule or regulation or any order of any court or other governmental authority, Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld: (i) transfer to Seller’s other branches any Assets; (ii) transfer to Seller’s other branches any Deposit Accounts at the Branches except upon the unsolicited request of a depositor in the ordinary course of business; (iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding, or negotiate with any party with respect to entering into a contract, agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Assets or Deposit Liabilities except in the ordinary course of business or pursuant to this Agreement; (iv) except for improvements to ATMs at the Branches required for compliance with the Americans With Disabilities Act of 1990, as amended, invest in any fixed assets or improvements to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000); (v) enter into any new contract, commitment, lease or other transaction relating to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000); (vi) except as consistent with past practice, offer to pay or pay any Deposit Account at the Branches (including upon renewal of any Deposit Accounts) any rate that would deviate materially from Seller’s historical pricing practices (considered to be the offering of rates consistent with those publically posted and/or offered to all depositors by the Seller) and which is higher than that generally offered by Seller on similar deposit products at other offices of Seller; (vii) originate or renew any Loan with an original principal balance of fifty thousand dollars ($50,000) or more (except for any Loan originated for sale in the secondary market and classified as held-for-sale by the Seller); (viii) agree to increase the salary, remuneration or compensation (including insurance, pension or other benefit plan) payable or to become payable to the Employees other than in accordance with Seller’s customary policies and/or bank-wide changes, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice; (ix) hire any new employees, or terminate any current employees other than for cause, at the Branches; (x) fail to classify any Loan that should be classified consistent with Seller’s past practice regarding loan classifications as “watch,” “special mention,” “substandard,” “doubtful,” “loss,” or TDR; (xi) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Branches, which is not terminable within thirty (30) days without liability to Buyer; (xii) originate or renew any Deposits Liabilities from financial institutions; (xiii) originate or renew at the Branches any brokered deposits as defined in 12 C.F.R. §337.6(a)(2); or (xiv) originate at the Branches any new “jumbo” certificate of deposit (those with a principal balance of $100,000 or more) for any potential depositor located or residing outside of the Buyer’s primary market area of C▇▇▇▇▇, ▇▇▇▇▇, H▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Washington Counties in Indiana. (c) For each month end between the date hereof and the Closing Date, the Seller shall provide the Buyer, within fifteen (15) calendar days of each such month end, a detailed schedule of all Loans originated during the preceding month. (d) For each month end between the date hereof and the Closing Date, the Seller shall provide the Buyer, within fifteen (15) calendar days of each such month end, a detailed schedule of all Deposit Accounts transferred from the Branches to another banking office of the Seller pursuant to Section 8.2(b)(ii) hereof during the preceding month. (e) Between the date hereof and the Closing Date, Seller shall promptly advise Buyer in writing of any fact that, if existing or known as of the date hereof, would have made any of the representations contained herein inaccurate or untrue in any material respect.

Conduct of Business Before Closing. From the date hereof until the Closing Date, the Seller shall procure that (ase porte fort que) Seller will carry on the business each of the Branches diligently Company and substantially the Subsidiaries shall conduct its business in the same manner as on the date hereof, ordinary and Seller will not, usual course consistent with respect to the Branches, engage in any one or more activities or transactions that are outside the ordinary course of the business of the Branches, as conducted as of the date hereof, except for activities or transactions contemplated by this Agreement or necessary to obtain any regulatory or governmental approval of the transactions contemplated by this Agreement or otherwise to comply with any requirement of any applicable law, rule or regulation or any order of any court or other governmental authority. In addition, Seller past and current practices and shall use its commercially reasonable efforts: (i) to preserve its business operations as conducted at the Branches, (ii) to preserve for Buyer the goodwill of its customers and others doing business with the Branches; (iii) best efforts to maintain and preserve intact its relationship business organisation and goodwill, to retain the services of its key officers and employees, and to maintain satisfactory relationships with all persons with whom it has business relationships. In particular, during such period, the personnel of the Branches; and (iv) to cooperate with and assist in assuring the orderly transition of such business from Seller to Buyer. Nothing herein shall be construed as requiring Seller to engage in any activities or efforts outside the ordinary course of business as presently conducted. (b) Except as may be required by any regulatory or other governmental authorities or as necessary to comply with any applicable law, rule or regulation or any order of any court or other governmental authority, Seller shall notprocure that neither the Company nor any Subsidiary shall, without the prior written consent of Buyerthe Purchaser, which consent acquire or dispose of any undertaking, merge, consolidate or amalgamate with any undertaking, make a contribution to the capital of any other undertaking, make any change to its capital, issue or purchase any warrants or securities of any nature whatsoever, enter into or vary any Material Contract or do or agree to do any of the matters referred to in Section 3.23(a)(ii), (iv), (vi), (vii), (viii), (x) or (xi). Pending Closing, the Seller shall not be unreasonably withheldalso ensure that: (ia) transfer subject to the terms of the Confidentiality Agreement between PPR and Wolseley dated 22 May 2002, the Purchaser’s representatives shall be allowed, upon reasonable notice and during normal business hours and under the supervision of the Seller’s other branches any Assets, reasonable access to the books, records and management of the Company and each of the Subsidiaries; (iib) transfer neither the Company, nor any of the Subsidiaries, nor the Seller nor any of its Affiliates shall do, allow or procure any act or omission which would constitute or give rise to Seller’s a breach of any Warranty (other branches any Deposit Accounts than Warranties given only as at the Branches except upon the unsolicited request date of a depositor in the ordinary course of business; (iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding, or negotiate with any party with respect to entering into a contract, agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Assets or Deposit Liabilities except in the ordinary course of business or pursuant to this Agreement; (iv) except for improvements if the Warranties were to ATMs be repeated on or at the Branches required for compliance with the Americans With Disabilities Act of 1990, as amended, invest in any fixed assets or improvements time before Closing by reference to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000)facts and circumstances then existing; (v) enter into any new contract, commitment, lease or other transaction relating to the Branches which requires aggregate future payments in excess of five thousand dollars ($5,000); (vi) except as consistent with past practice, offer to pay or pay any Deposit Account at the Branches (including upon renewal of any Deposit Accounts) any rate that would deviate materially from Seller’s historical pricing practices (considered to be the offering of rates consistent with those publically posted and/or offered to all depositors by the Seller) and which is higher than that generally offered by Seller on similar deposit products at other offices of Seller; (vii) originate or renew any Loan with an original principal balance of fifty thousand dollars ($50,000) or more (except for any Loan originated for sale in the secondary market and classified as held-for-sale by the Seller); (viii) agree to increase the salary, remuneration or compensation (including insurance, pension or other benefit plan) payable or to become payable to the Employees other than in accordance with Seller’s customary policies and/or bank-wide changes, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice; (ix) hire any new employees, or terminate any current employees other than for cause, at the Branches; (x) fail to classify any Loan that should be classified consistent with Seller’s past practice regarding loan classifications as “watch,” “special mention,” “substandard,” “doubtful,” “loss,” or TDR; (xi) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Branches, which is not terminable within thirty (30) days without liability to Buyer; (xii) originate or renew any Deposits Liabilities from financial institutions; (xiii) originate or renew at the Branches any brokered deposits as defined in 12 C.F.R. §337.6(a)(2); or (xiv) originate at the Branches any new “jumbo” certificate of deposit (those with a principal balance of $100,000 or more) for any potential depositor located or residing outside of the Buyer’s primary market area of C▇▇▇▇, ▇▇▇▇▇, H▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Washington Counties in Indiana. (c) For each month end no transactions shall be entered into between the Company and the Subsidiaries (on the one hand) and the Seller and its Affiliates (on the other) and the terms of any such existing transactions shall not be varied; and (d) the liability of the Company or any Subsidiary under any guarantees existing at the date of this Agreement shall not be increased or extended and no new guarantees shall be entered into by the Company or any Subsidiary. The Purchaser acknowledges and hereby gives its consent pursuant to the provisions of this Section 5.2 to the pending and proposed acquisitions referred to in Schedule 5.2 which may be closed between the date hereof and the Closing Date, the Seller and shall provide the Buyer, within fifteen (15) calendar days of each such month end, not result in a detailed schedule of all Loans originated during the preceding month. (d) For each month end between the date hereof and the Closing Date, the Seller shall provide the Buyer, within fifteen (15) calendar days of each such month end, a detailed schedule of all Deposit Accounts transferred from the Branches to another banking office modification of the Seller pursuant to Section 8.2(b)(ii) hereof during the preceding monthPurchase Price. (e) Between the date hereof and the Closing Date, Seller shall promptly advise Buyer in writing of any fact that, if existing or known as of the date hereof, would have made any of the representations contained herein inaccurate or untrue in any material respect.