Common use of Operations of Acquiror Clause in Contracts

Operations of Acquiror. Between the date of this Agreement and the Closing Date, Acquiror will, and will cause each of its Subsidiaries, to (a) conduct its respective business only in the Ordinary Course of Business; (b) use its Best Efforts to preserve intact its respective current business organization, keep available the services of the current officers, employees and agents and maintain the relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it and will inform Heritage as soon as it becomes aware of the potential loss or diminution in the relationship with any consequential customer, the term "consequential customer" to include the twenty largest loan, depository or trust customers; (c) confer with Heritage concerning operational matters that would reasonably be expected to have a Material Adverse Effect on Acquiror; (d) enter into loan and other business transactions only in accordance with its current credit and other internal policies (and not amend such policies except as may be required by any Regulatory Authority) and only on terms and conditions consistent with arm's-length transactions and conduct its investment activities and its asset liability management activities only in accordance with Acquiror's current investment policies and asset liability management policies (and not amend such policies except as may be required by any Regulatory Authority); (e) consistent with past practice, maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable); (f) maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (g) file in a timely manner all required filings with all Regulatory Authorities and cause such filings to be true and correct in all material respects; and (h) maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all Legal Requirements.