Purchaser's Undertaking With Respect to the Business. Not later than 30 days after the signing of this Agreement, representatives of Purchaser shall meet with representatives of VFL to prepare a mutually acceptable communications plan for announcing the status of the transactions contemplated hereby, any related events that will occur prior to the Closing, and Purchaser's plans with respect to future relations with or employment of the agents, brokers or other representatives of the Business and employees of the Business (collectively, the "Supporting Persons"). From the date of this Agreement through the Closing Date, Purchaser and its Affiliates shall take no action that interferes with or damages the conduct of the Business (provided, however, that Purchaser's lawful activities in the ordinary course of selling products that compete with the Insurance Contracts shall not constitute a violation of this covenant). Actions prohibited by this covenant include, but are not limited to, communications (whether confidential or of a public nature) that have not been previously approved by VFL, either as part of the communications plan or individually, to or with respect to the Supporting Persons concerning the Business or Purchaser's plans with respect thereto. Should Purchaser desire to take any action or to make a communication that is prohibited by this Section 5.11, Purchaser shall give prior written notice thereof to the representative of VFL designated by VFL in writing for such purpose subsequent to the signing of this Agreement and VFL in its sole discretion may approve the action or communication or require Purchaser to adopt additional protective measures satisfactory to VFL.
Appears in 3 contracts
Sources: Transfer Agreement (Jackson VFL Variable Annuity Separate Account), Transfer Agreement (Jackson VFL Variable Life Separate Account), Transfer Agreement (Jackson VFL Variable Annuity Separate Account)