Common use of Conduct of Business; Maintenance of Properties Clause in Contracts

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, the Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and tear, casualty and condemnation excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the Purchaser; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of the Employees other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser; (v) Enter into any agreement to sell, grant or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to Purchaser.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, the Personal Property and the each Banking Centers listed on Schedule 6.23 Center in its current condition, ordinary wear and tear, casualty and condemnation excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the Purchaser; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of the Employees other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees other than regular bonuses granted based on historical practice; (iiiii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase Materially increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaserpractices; (viii) Enter into Change any agreement to sell, grant or convey the Real Property and/or pricing on deposit accounts at the Banking Centers listed on Schedule 6.23 or any part thereofother than a regional basis, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor as may be required in the ordinary course of business;business consistent with past practices; or (viiiiv) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to Purchaser.

Conduct of Business; Maintenance of Properties. (a) From the date ------------------------------------------------ hereof until the Effective Time, Seller covenants that it will: (ia) Carry on, or cause to be carried on, carry on the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking CentersCenters and make new or renew existing Loans at the Banking Centers only in the ordinary course consistent with past practices; provided, however, that Seller need not, in its sole discretion, -------- ------- advertise or promote new or substantially new customer services in the principal market areas area of the Banking Centers; and provided further, that all Loans -------- ------- originated by Seller at the Banking Centers at any time within 45 days prior to the Closing must comply with Purchaser's underwriting standards; (iib) Cooperate provide reasonable cooperation with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from the Seller; and; (iiic) Maintain maintain the Real Property, the Tangible Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and teartear excepted, casualty and condemnation excepted. (b) Between not remove, or cause to be removed, any of the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to Tangible Personal Property from the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except ; and (d) not make any salary increases for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business employees of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the Purchaser; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of the Employees Centers other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay which past practices shall include, without limitation, annual review and salary adjustments and not hire any uncommitted bonus to any such Employees new employees for the Banking Centers other than regular bonuses granted based on historical practicereplacement employees; (iiie) Change any pricing Not change interest rates paid in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business on a basis consistent with past practices on a regional or with the prior consent of Purchaserstatewide basis; (vf) Enter into Not engage in any agreement to sell, grant or convey the Real Property and/or marketing campaign designed for the Banking Centers listed specifically aimed at increasing certificates of deposit in individual amounts exceeding $100,000 through the Closing Date; however, this shall not prohibit Seller from engaging in any marketing campaign that it is undertaking on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to a corporate basis throughout Seller’s other branches any Assets; (vii) transfer to 's entire banking footprint in Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the 's ordinary course of business; orand (xg) enter into Not make any employment, agency or other contract or arrangement commitments for the performance expenditures for capital improvements at any of personal services at the Banking Center, which is not terminable within thirty (30) days Centers without liability to Purchaser's prior written consent.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, Property and the Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the PurchaserSeller; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of persons employed at the Employees Banking Centers other than in accordance with Seller’s 's customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase Materially increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser;practices; or (v) Enter into any agreement to sell, grant or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserProperty.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers Center substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking CentersCenter; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas area of the Banking CentersCenter; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers Center to Purchaser from Seller; and (iii) Maintain the Real Property, Property and the Personal Property and the Banking Centers listed on Schedule 6.23 in its their current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior written consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking CentersCenter, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking CentersCenter, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the PurchaserSeller; (ii) Increase or agree to increase the salary, remuneration or remuneration, compensation or other employment benefits of persons employed at the Employees Banking Center other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) Change Advertise or promote new customer services or products in the market area of the Banking Center without obtaining the prior written consent of Purchaser, or otherwise change any pricing in deposit accounts to increase rates on deposit accounts at the Banking Centers on other than a regional basis, except as may be required Center above market rates in the ordinary course principal market area of business consistent with past practicesthe Banking Center; (iv) Increase Materially increase the staffing levels at any the Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser;practices; or (v) Enter into any agreement to sell, grant or convey the Real Property, the Personal Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to Purchaser.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, on the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, Property and the Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement Agreement, and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the PurchaserSeller; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of persons employed at the Employees Banking Centers other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase Materially increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser;practices; or (v) Enter into any agreement to sell, grant or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserProperty.

Conduct of Business; Maintenance of Properties. (a) From the date hereof the Agreement is signed until the Effective TimeDate, Seller covenants that it will: (i1) Carry on, or cause to be carried on, on the business of the Banking Centers Office substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking CentersOffice; provided, however, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers;Office. (ii2) Cooperate with and assist Purchaser Buyer in assuring the orderly transition of the business of the Banking Centers Office to Purchaser Buyer from Seller; and; (iii3) Maintain the Real Property, the Personal Property furniture and the Banking Centers listed on Schedule 6.23 equipment in its current condition, ordinary wear and tear, casualty and condemnation tear excepted.; and (b4) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing Create new deposit relationships only in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the Purchaser; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of the Employees other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business manner consistent with past practices or and upon rates and terms consistent with rates and terms provided by competing financial institutions in the prior consent of Purchaser;market areas served by the Office. (v5) Enter into Seller retains all discretion as to the granting or denial of credit in the making of any agreement loans from the Office from and after the date of Buyer’s last due diligence examination to sell, grant and including the Effective Date and Buyer shall not exercise any decision making power or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way authority over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches credit decisions, provided, however, that with regard to any Assets; loan extension and any new loan which exceeds the sum of Fifty Thousand Dollars (vii$50,000.00) transfer and with regard to Seller’s other branches any Deposit Liabilities except upon the unsolicited request Loan renewal (of a depositor Loan to be purchased by Buyer) involving any capitalization of interest, prior to committing to make, renew or amend the terms of any such Loans, Seller shall notify Buyer and provide Buyer with access to the Loan file and other relevant information concerning the credit thus extended by Seller. Upon receipt of such notice, Buyer shall make a decision within two (2) business days after the time of notice to accept or reject any such Loan, and if accepted or not rejected within the two (2) business days, the Loan shall be purchased by Buyer at the Closing. The loans rejected by Buyer, if made by Seller, shall be retained by the Seller and shall not be included in the ordinary course of business; (viii) 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 Loans acquired pursuant to this Agreement; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserSection 1.4(a).

Conduct of Business; Maintenance of Properties. (a) From the date hereof the Agreement is signed until the Effective TimeDate, Seller covenants that it will: (i1) Carry on, or cause to be carried on, on the business of the Banking Centers Offices substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, organization and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking CentersOffices; provided, however, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers;Offices. (ii2) Cooperate with and assist Purchaser Buyer in assuring the orderly transition of the business of the Banking Centers Offices to Purchaser Buyer from Seller; and; (iii3) Maintain the Real PropertyProperties, the Personal Property furniture and the Banking Centers listed on Schedule 6.23 equipment in its current condition, ordinary wear and tear, casualty and condemnation tear excepted.; and (b4) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing Create new deposit relationships only in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the Purchaser; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of the Employees other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business manner consistent with past practices or and upon rates and terms consistent with rates and terms provided by competing financial institutions in the prior consent of Purchaser;market areas served by the Offices. (v5) Enter into Seller retains all discretion as to the granting or denial of credit in the making of any agreement loans from the Offices from and after the date of Buyer’s last due diligence examination to sell, grant and including the Effective Date and Buyer shall not exercise any decision making power or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way authority over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches credit decisions, provided, however, that with regard to any Assets; loan extension and any new loan which exceeds the sum of Fifty Thousand Dollars (vii$50,000.00) transfer and with regard to Seller’s other branches any Deposit Liabilities except upon the unsolicited request Loan renewal (of a depositor Loan to be purchased by Buyer) involving any capitalization of interest, prior to committing to make, renew or amend the terms of any such Loans, Seller shall notify Buyer and provide Buyer with access to the Loan file and other relevant information concerning the credit thus extended by Seller. Upon receipt of such notice, Buyer shall make a decision within two (2) business days after the time of notice to accept or reject any such Loan, and if accepted or not rejected within the two (2) business days, the Loan shall be purchased by Buyer at the Closing. The loans rejected by Buyer, if made by Seller, shall be retained by the Seller and shall not be included in the ordinary course of business; (viii) 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 Loans acquired pursuant to this Agreement; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserSection 1.4(a).

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) : Carry on, or cause to be carried on, the business of the Banking Centers Branches substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking CentersBranches; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Branches; Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers Branches to Purchaser from Seller; and (iii) and Maintain the Real Property, Leased Property and the Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) . Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) : Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement Branches and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking CentersBranches, provided that this Section shall not require the replacement of any such items by Seller and providedSeller, provided further that any expenditure greater than $25,000 this Section shall require not prohibit Seller from effectuating the prior written approval conversion of the Purchaser; (ii) Branches in connection with their acquisition from Partners Trust or the removal of any Excluded Asset; Increase or agree to increase the salary, remuneration or compensation or other employment benefits of persons employed at the Employees Branches other than in accordance with Seller’s 's customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) ; Change any pricing in deposit accounts at the Banking Centers Branches on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase ; Materially increase the staffing levels at any Banking Center the Branches or effect changes in branch personnel employed as of the Effective Time date of this Agreement other than in the ordinary course of business consistent with past practices practices; or with the prior consent of Purchaser; (v) Enter into any agreement to sell, grant sublet or convey the Real Leased Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserLeased Property.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, not advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, Leasehold Estates and the Personal Property and the Banking Centers listed on Schedule 6.23 in its their current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior written consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the PurchaserSeller; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of persons employed at the Employees Banking Centers other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) Change Advertise or promote new customer services or products in the market area of the Banking Centers without obtaining the prior written consent of Purchaser, or otherwise change any pricing in deposit accounts to increase rates on deposit accounts at the Banking Centers on other than a regional basis, except as may be required above market rates in the ordinary course principal market areas of business consistent with past practicesthe Banking Centers; (iv) Increase Materially increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser;practices; or (v) Enter into any agreement to sell, grant or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 Leasehold Estates or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to Purchaser.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, provided that Seller need not, in its sole discretion, not advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, Property and the Personal Property and the Banking Centers listed on Schedule 6.23 in its their current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior written consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the PurchaserSeller; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of persons employed at the Employees Banking Centers other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basisCenters, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase Materially increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser;practices; or (v) Enter into any agreement to sell, grant or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserProperty.

Conduct of Business; Maintenance of Properties. (a) From the date hereof until the Effective Time, Seller covenants that it will: (i) Carry on, or cause to be carried on, the business of the Banking Centers substantially in the same manner as on the date hereof, use all reasonable efforts to preserve intact its current business organization, including its relationship with the personnel at the Banking Centers, and preserve its business relationships with depositors, customers and others having business relationships with it and whose accounts will be retained at the Banking Centers; provided, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market areas of the Banking Centers; (ii) Cooperate with and assist Purchaser in assuring the orderly transition of the business of the Banking Centers to Purchaser from Seller; and (iii) Maintain the Real Property, Property and the Personal Property and the Banking Centers listed on Schedule 6.23 in its current condition, ordinary wear and tear, casualty and condemnation tear excepted. (b) Between the date hereof and the Effective Time, Seller shall not, without the prior consent of Purchaser: (i) Acquire or dispose of any fixed assets with respect to the Banking Centers, other than pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, furnishings and equipment and normal maintenance and refurbishing in the ordinary course of business of the Banking Centers, provided that this Section shall not require the replacement of any such items by Seller and provided, further that any expenditure greater than $25,000 shall require the prior written approval of the PurchaserSeller; (ii) Increase or agree to increase the salary, remuneration or compensation or other employment benefits of persons employed at the Employees Banking Centers other than in accordance with Seller’s customary policies or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to any such Employees employees other than regular bonuses granted based on historical practice; (iii) Change any pricing in deposit accounts at the Banking Centers on other than a regional basis, except as may be required in the ordinary course of business consistent with past practices; (iv) Increase Materially increase the staffing levels at any Banking Center or effect changes in branch personnel employed as of the Effective Time other than in the ordinary course of business consistent with past practices or with the prior consent of Purchaser;practices; or (v) Enter into any agreement to sell, grant or convey the Real Property and/or the Banking Centers listed on Schedule 6.23 or any part thereof, including easements or rights of way over the Real Property and/or the Banking Centers listed on Schedule 6.23; (vi) transfer to Seller’s other branches any Assets; (vii) transfer to Seller’s other branches any Deposit Liabilities except upon the unsolicited request of a depositor in the ordinary course of business; (viii) 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; (ix) enter into any new contract, commitment, lease or other transaction relating to the Banking Centers that requires aggregate future payments in excess of $25,000, except in the ordinary course of business; or (x) enter into any employment, agency or other contract or arrangement for the performance of personal services at the Banking Center, which is not terminable within thirty (30) days without liability to PurchaserProperty.