Operation of the Office Sample Clauses

Operation of the Office. The SELLER shall (i) conduct the business of the Office substantially in the same manner as heretofore conducted, (ii) use its best efforts to prevent harm or damage to the reputation of the Office, (iii) maintain all of the property at the Office in customary repair, order, and condition, excepting reasonable wear and tear and damage by fire, the elements, or other casualty, (iv) maintain its books, accounts, and records concerning the Office in the ordinary and usual manner on a basis consistent with prior years, (v) comply in all material respects with all laws applicable to the conduct of its business, (vi) not grant the holder of any Deposit Account an exemption from any applicable cash reporting requirements imposed by law, and (vii) not increase or agree to increase the salary, remuneration, or compensation of any of SELLER’s employees located at the Office, except for increases that are granted in the ordinary course of SELLER’s business provided that no such increase shall be in excess of 4.5% on average of such employees’ salaries for management personnel and 2.5% on average for staff personnel; and SELLER shall not, without the prior consent of BUYER, (i) pay interest rates on any Deposit Accounts so as to cause a material reduction or increase in the existing Deposit Accounts, (ii) sell, mortgage, subject to lien, pledge, encumber, or otherwise dispose of any of the Assets of the Office otherwise than in the ordinary course of business, (iii) extend, terminate, or materially amend any provision of any of the Assigned Contracts relating to the Office, or (iv) change interest rates on any Deposit Liability except in response to prevailing market rates offered by in-market locally-based competitors.
Sample 1Sample 2
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Operation of the Office. The SELLER shall (i) conduct the business of the Office substantially in the same manner as heretofore conducted, (ii) maintain its books, accounts, and records concerning the Office in the ordinary and usual manner on a basis consistent with prior years, (iii) comply in all material respects with all laws applicable to the conduct of its business, and (iv) not grant the holder of any Deposit Account an exemption from any applicable cash reporting requirements imposed by law; and SELLER shall not, without the prior consent of BUYER, (i) pay interest rates on any Deposit Accounts so as to cause a material reduction or increase in the existing Deposit Accounts, or (ii) sell, subject to lien, pledge, encumber, or otherwise dispose of any of the Assets otherwise than in the ordinary course of business.
Sample 1
Operation of the Office. Purchaser intends to continue to provide retail and business banking services in the geographical area served by the Office.
Sample 1
Operation of the Office. SELLERS shall continue to operate the Office in a manner substantially equivalent to that employed immediately prior to the date of this Agreement. Notwithstanding the foregoing, during the Pre-Closing Period, except as may be required to obtain the required authorizations, consents and approvals referred to in Section 2.3(a) of this Agreement and except as may be otherwise required by a regulatory authority, SELLERS shall not, without the prior consent of BUYER:
Sample 1
Operation of the Office. Except as otherwise expressly provided in this Agreement, after the Closing Date, neither FNB, nor its subsidiaries or affiliates shall be obligated to provide for any managerial, financial, business, or other services to the Office, including, without limitation, any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Office prior to the Closing Date, and BUYER shall take such action as may in its judgment be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Office after the Closing Date. Within five (5) days after the Closing Date, BUYER shall change the legal name of the Office and, except for any documents or materials in possession of the customers of the Office (including, but not limited to, deposit tickets and checks), shall not use and shall cause the Office to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Office by any name that includes the words "First National Bank," the name of any affiliate of FNB, or any derivations thereof. FNB will retain its signs located at the Office. During the Pre-Closing Period, SELLERS shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER's choosing for installation by BUYER of new signs immediately following the close of business on the Closing Date; provided, however, that BUYER's receipt of all sign specifications shall be obtained by BUYER in a manner that does not interfere with the normal business activities and operations of the Office and shall be at the sole and exclusive expense of BUYER. BUYER shall remove the “skins” of FNB’s signs with FNB’s name and logo and shall hold them pending pickup by FNB. It is understood by the parties hereto that, with the exception of the “skins,” all mounting facilities, electronics and components for the signs shall be considered as Fixed Assets for purposes of this Agreement.
Sample 1

Related to Operation of the Office

  • Location of Chief Executive Office FEIN. The chief executive office of each Borrower is located at the address indicated in Schedule 5.7 and each Borrower's FEIN is identified in Schedule 5.7.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Corporate Offices If elected, the Employee will serve, without additional compensation, as a director of the Company or as an officer or director of any subsidiary of the Company.

  • Operation of Business Each of Borrower and its Subsidiaries possesses all licenses, permits, consents, authorizations, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct its respective businesses substantially as now conducted and as presently proposed to be conducted, and neither Borrower nor any of its Subsidiaries is in violation of any valid rights of others with respect to any of the foregoing which could result in a Material Adverse Event.

  • Name; Location of Chief Executive Office Except as disclosed in the Schedule, Borrower has not done business under any name other than that specified on the signature page hereof. The chief executive office of Borrower is located at the address indicated in Section 10 hereof.

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • Operation of the Escrow (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:

  • Continuation of Banking Business For the period commencing the first banking Business Day after Bank Closing and ending no earlier than the first anniversary of Bank Closing, the Assuming Institution will provide full service banking in the trade area of the Failed Bank. Thereafter, the Assuming Institution may cease providing such banking services in the trade area of the Failed Bank, provided the Assuming Institution has received all necessary regulatory approvals. At the option of the Assuming Institution, such banking services may be provided at any or all of the Bank Premises, or at other premises within such trade area. The trade area shall be determined by the Receiver. For the avoidance of doubt, the foregoing shall not restrict the Assuming Institution from opening, closing or selling branches upon receipt of the necessary regulatory approvals, if the Assuming Institution or its successors continue to provide banking services in the trade area. Assuming Institution will pay to the Receiver, upon the sale of a branch or branches within the year following the date of this agreement, fifty percent (50%) of any franchise premium in excess of the franchise premium paid by the Assuming Institution with respect to such branch or branches.

  • Principal Executive Office The principal executive office of the Partnership is located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, or at such other place or places within the State as the General Partner may hereafter designate.

  • Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

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