Common use of Conduct of the Business of the Parties Clause in Contracts

Conduct of the Business of the Parties. (a) During the period from the date of this Agreement to the Effective Time of the Merger, North Penn shall, and shall cause the North Penn Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and other business relationships and retain the services of its officers and key employees, and (iii) except as required by law or regulation, take no action which would adversely affect or delay the ability of North Penn or Xxxxxxx to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. During the period from the date of this Agreement to the Effective Time of the Merger, Xxxxxxx and Xxxxx shall, and shall cause their subsidiaries to, except as required by law or regulation, take no action which would adversely affect or delay the ability of Xxxxxxx or North Penn to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. (b) During the period from the date of this Agreement to the Effective Time of the Merger, except as required by law or regulation, neither North Penn nor any of the North Penn Subsidiaries shall, without the prior written consent of Xxxxxxx which shall not be unreasonably withheld: (i) change, delete or add any provision of or to the Articles of Incorporation or Bylaws or other governing documents of any such entity; (ii) except for the issuance of shares of North Penn Common Stock upon the exercise of North Penn Options prior to the Effective Time of the Merger, change the number of shares of its authorized, issued or outstanding capital stock, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to its capital stock, or declare, set aside or pay any dividend or other distribution with respect to its outstanding capital other than the regular quarterly cash dividend of not more than $0.04 per share of North Penn Common Stock with record and payment dates to be consistent with past practices; (iii) incur any material liabilities or material obligations (other than deposit liabilities and short-term borrowings in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) make any capital expenditures individually in excess of $25,000 other than expenditures necessary to maintain existing assets in good repair; (v) sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein; (vi) except as set forth on Schedule 5.1(b)(vi), pay any bonuses to any employee, officer, director or other person; enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan except as may be required by law; grant any general increase in compensation or pay any bonuses to its employees as a class or to its officers; (vii) enter into or extend any agreement, lease or license relating to real property, personal property, data processing or bankcard functions that involves an aggregate of $25,000 or more; (viii) acquire or agree to acquire five percent (5%) or more of the assets or equity securities of any Person or acquire direct or indirect control of any Person other than in connection with foreclosures in the ordinary course of business; provided however, North Penn shall consult with Xxxxxxx with respect to any such foreclosures; (ix) originate, purchase, extend or grant any loan in principal amount in excess of $100,000 if such loan is not fully secured or $400,000 if the loan is fully secured, except loans as to which it has a binding obligation to make such loans as of the date hereof, all of which are listed on Schedule 5.1(b)(ix); (x) file any applications or make any contract with respect to branching by North Penn Bank (whether de novo, purchase, sale or relocation) or acquire or construct, or enter into any agreement to acquire or construct, any interest in real property; (xi) form any new subsidiary; (xii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with past practices; (xiii) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 or Article 8 not being satisfied; (xiv) purchase or sell or otherwise acquire any investment securities other than those issued by the U.S. Treasury with a maximum remaining maturity of two years or less; (xv) commence any cause of action or proceeding other than in accordance with past practice or settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against it for material money damages or material restrictions upon any of their operations; (xvi) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness to which it is a party, other than in the ordinary course of business, consistent with past practice; (xvii) enter into, renew, extend or modify any other transaction (other than a deposit transaction) with any Affiliate other than pursuant to existing policies; (xviii) enter into any futures contract, option, interest rate caps, interest rate floors, interest rate exchange agreement or other agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest; (xix) except for the execution of this Agreement, and actions taken or which will be taken in accordance with this Agreement and performance thereunder, take any action that would give rise to a right of payment to any individual under any employment agreement (other than salary earned for prior service); (xx) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations or by a Regulatory Authority or changes in GAAP, as advised by North Penn’s independent public accountants; (xxi) except for the execution of this Agreement, and the transactions contemplated therein, take any action that would give rise to an acceleration of the right to payment to any individual under any Employee Benefit Plan; (xxii) purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies; (xxiii) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or if such assessment indicates the presence of Hazardous Material or an underground storage tank; (xxiv) make any written communications to the employees of North Penn, North Penn Bank or any North Penn subsidiary pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without first providing Xxxxxxx with a copy or description of the intended communication, which Xxxxxxx shall promptly review and comment on, and Xxxxxxx and North Penn shall cooperate in providing any such mutually agreeable communication; or (xxv) terminate any individual that is a party to an employment contract or change of control agreement prior to the Effective Time of the Merger other than termination for “cause” as such term is defined in the applicable agreement.

Conduct of the Business of the Parties. (a) During the period from the date of this Agreement to the Effective Time of the Merger, North Penn Central Jersey shall, and shall cause the North Penn Subsidiaries its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and other advantageous business relationships and retain the services of its officers and key employees, (iii) use its best efforts to preserve for itself and Kearny the goodwill of the customers of Central Jersey and its subsidiaries and others with whom business relationships exist, and (iiiiv) except as required by law or regulation, take no action which would adversely affect or delay the ability of North Penn Central Jersey or Xxxxxxx to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. During the period from the date of this Agreement to the Effective Time of the Merger, Xxxxxxx and Xxxxx shall, and shall cause their subsidiaries to, except as required by law or regulation, take no action which would adversely affect or delay the ability of Xxxxxxx or North Penn Kearny to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. (b) During the period from the date of this Agreement to the Effective Time of the Merger, except as required by law or regulation, neither North Penn Central Jersey nor any of the North Penn Subsidiaries its subsidiaries shall, without the prior written consent of Xxxxxxx Kearny which shall not be unreasonably withheld: (i) change, delete or add any provision of or to the Articles Certificate of Incorporation or Bylaws or other governing documents of any such entity; (ii) except for the issuance of shares of North Penn Common Stock Central Jersey Shares upon the exercise of North Penn Central Jersey Options prior to the Effective Time of the Merger, change the number of shares of its authorized, issued or outstanding capital stock, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to its capital stock, or declare, set aside or pay any dividend or other distribution with respect to its outstanding capital stock other than the regular quarterly cash dividend of not more than $0.04 per share of North Penn Common Stock with record required dividends on the Central Jersey Preferred Shares and payment dates to be consistent with past practiceson the trust preferred securities issued by MCBK Capital Trust I; (iii) incur any material liabilities or material obligations (other than deposit liabilities and short-term borrowings in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) except as set forth in Schedule 5.1(b)(iv), make any capital expenditures individually in excess of $25,000 10,000 other than expenditures necessary to maintain existing assets in good repair; (v) sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein; (vi) except as set forth on in Schedule 5.1(b)(vi), pay any bonuses to any employee, officer, director or other person; enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan except as may be required by law; grant any general increase in compensation or pay any bonuses to its employees as a class or to its officers or employees except for salary increases made in the ordinary course and of not more than five percent (5%) in the aggregate of the previous year’s aggregate payroll for all employees and following not less than three business days prior notice to Kearny; grant any increase in fees or other compensation or in other benefits to any of its directors; or effect any change in any material respect in retirement benefits to any class of employees or officers, except as required by law; (vii) other than asset forth in Schedule 5.1(b)(vii), enter into or extend any agreement, lease or license relating to real property, personal property, data processing or bankcard functions that involves an aggregate of $25,000 10,000 or more; (viii) acquire or agree to acquire five percent (5%) or more of the assets or equity securities of any Person or acquire direct or indirect control of any Person other than in connection with foreclosures in the ordinary course of business; provided however, North Penn Central Jersey shall consult with Xxxxxxx Kearny with respect to any such foreclosures; (ix) originate, purchase, extend or grant any loan in principal amount up to $500,000 without giving Kearny prompt notice of such loans as soon as administratively feasible or originate, purchase, extend or grant any loan in principal amount in excess of $100,000 if 500,000 without permitting a designated representative of Kearny the opportunity to view such loan is not fully secured in advance or $400,000 if attend the loan is fully secured, except loans as committee meeting at which such extension of credit will be considered and the opportunity to which it has a binding obligation to make discuss such loans as proposed extension of credit with the date hereof, all of which are listed on Schedule 5.1(b)(ix)loan committee; (x) file any applications or make any contract with respect to branching by North Penn Central Jersey Bank (whether de novo, purchase, sale or relocation) or acquire or construct, or enter into any agreement to acquire or construct, any interest in real property; (xi) form any new subsidiary; (xii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with past practices; (xiii) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 or Article 8 not being satisfied; (xiv) purchase or sell or otherwise acquire any investment securities other than those issued by in the U.S. Treasury ordinary course of business consistent with a maximum remaining maturity of two years or lesspast practices and in accordance with Central Jersey’s investment policy; (xv) commence any cause of action or proceeding other than in accordance with past practice or settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against it for material money damages or material restrictions upon any of their operations; (xvi) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness to which it is a party, other than in the ordinary course of business, consistent with past practice; (xvii) enter into, renew, extend or modify any other transaction (other than a deposit transaction) with any Affiliate other than pursuant to existing policies; (xviii) enter into any futures contract, option, interest rate caps, interest rate floors, interest rate exchange agreement or other agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest; (xix) except for the execution of this Agreement, and actions taken or which will be taken in accordance with this Agreement and performance thereunder, take any action that would give rise to a right of payment to any individual under any employment agreement (other than salary earned for prior service); (xx) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations or by a Regulatory Authority or changes in GAAP, as advised by North PennCentral Jersey’s independent public accountants; (xxi) except for the execution of this Agreement, and the transactions contemplated therein, take any action that would give rise to an acceleration of the right to payment to any individual under any Employee Benefit Plan; (xxii) purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies; (xxiii) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or if such assessment indicates the presence of Hazardous Material or an underground storage tank; (xxiv) make any written communications to the directors, officers or employees of North PennCentral Jersey, North Penn Central Jersey Bank or any North Penn Central Jersey subsidiary pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without first providing Xxxxxxx Kearny with a copy or description of the intended communication, which Xxxxxxx Kearny shall promptly review and comment on, and Xxxxxxx Kearny and North Penn Central Jersey shall cooperate in providing any such mutually agreeable communication; or (xxv) terminate any individual that is a party to an employment contract or change of control agreement prior to the Effective Time of the Merger other than termination for “cause” as such term is defined in the applicable agreement.

Conduct of the Business of the Parties. (a) During the period from the date of this Agreement to the Effective Time of the Merger, North Penn SE Corp shall, and shall cause the North Penn Subsidiaries its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and other advantageous business relationships and retain the services of its officers and officers, key employees, and independent contractors, (iii) maintain its properties and assets in satisfactory condition and repair for the purposes for which they are intended, ordinary wear and tear excepted, and (iv) except as required by law or regulation, take no action which would adversely affect or delay the ability of North Penn SE Corp or Xxxxxxx to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. During the period from the date of this Agreement to the Effective Time of the Merger, Xxxxxxx and Xxxxx shall, and shall cause their subsidiaries to, except as required by law or regulation, take no action which would adversely affect or delay the ability of Xxxxxxx or North Penn Beneficial to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. (b) During the period from the date of this Agreement to the Effective Time of the Merger, except as required by law or regulation, neither North Penn SE Corp nor any of the North Penn Subsidiaries its subsidiaries shall, without the prior written consent of Xxxxxxx Beneficial (which consent shall not be unreasonably withheld:): (i) change, delete or add any provision of or to the Articles of Incorporation or Bylaws or other governing documents of any such entity; (ii) except for the issuance of shares of North Penn Common Stock SE Corp Shares upon the exercise of North Penn SE Corp Options prior to the Effective Time of the Merger, change the number of shares of its authorized, issued or outstanding capital stock, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to its capital stock, or declare, set aside or pay any dividend or other distribution with respect to its outstanding capital other than the regular stock provided that SE Corp may pay its quarterly cash dividend of in an amount not more than to exceed $0.04 0.03 per share of North Penn Common Stock with record and payment dates to be consistent with past practicesSE Corp Share; (iii) incur any material liabilities or material obligations (other than deposit liabilities and short-term borrowings in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) except as set forth on Schedule 5.1(b)(iv), make any capital expenditures individually in excess of $25,000 other than expenditures necessary to maintain existing assets in good repair; (v) sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest thereintherein other than in the ordinary course of business; (vi) except as set forth on Schedule 5.1(b)(vi), pay any bonuses to any employee, officer, director or other person; enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan except as may be required by law; grant any general increase in compensation or pay any bonuses to its employees as a class or to its officers or employees; grant any increase in fees or other compensation or in other benefits to any of its directors; or effect any change in retirement benefits to any class of employees or officers, except as required by law; (vii) enter into or extend any agreement, lease or license relating to real property, personal property, data processing or bankcard functions that involves an aggregate of $25,000 or more; (viii) acquire or agree to acquire five percent (5%) or more of the assets or equity securities of any Person or acquire direct or indirect control of any Person other than in connection with foreclosures in the ordinary course of business; provided however, North Penn SE Corp shall consult with Xxxxxxx Beneficial with respect to any such foreclosures; (ix) except pursuant to binding commitments for loans issued on or before the date hereof, originate, purchase, extend or grant any loan in principal amount in excess of $100,000 if 500,000 without permitting a designated representative of Beneficial the opportunity to view such loan is not fully secured or $400,000 if at least one day in advance of making the loan is fully secured, except loans as or attend the loan committee meeting at which such extension of credit will be considered and the opportunity to which discuss such proposed extension of credit with the loan committee; it has a binding obligation to make being understood that any questions will be raised by Beneficial at such loans as of the date hereof, all of which are listed on Schedule 5.1(b)(ix)meeting or during such one day review period; (x) enter into a Contract for or otherwise make any investment in securities in excess of $500,000 other than federal agency securities (including mortgage-backed securities) with a maturity of no longer than 10 years; (xi) file any applications or make any contract with respect to branching by North Penn SE Bank (whether de novo, purchase, sale or relocation) or acquire or construct, or enter into any agreement to acquire or construct, any interest in real property; (xixii) form any new subsidiary; (xiixiii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with past practices; (xiiixiv) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 or Article 8 not being satisfied; (xivxv) purchase or sell or otherwise acquire any investment securities other than those issued by in the U.S. Treasury ordinary course of business consistent with a maximum remaining maturity of two years or lesspast practices and in accordance with SE Corp’s investment policy; (xvxvi) commence any cause of action or proceeding other than in accordance with past practice or settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against it for material money damages or material restrictions upon any of their operations; (xvixvii) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness to which it is a partyparty (other than as a lender), other than in the ordinary course of business, consistent with past practice; (xviixviii) enter into, renew, extend or modify any other transaction (other than a deposit transaction) with any Affiliate other than pursuant to existing policies; (xviiixix) enter into any futures contract, option, interest rate swaps, caps, interest rate floors, interest rate exchange agreement or option agreements, futures and forward contracts and other agreementsimilar risk management arrangements, or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest; (xixxx) except for other than as a result of the execution of this Agreement, and actions taken Agreement or which will be taken in accordance with this Agreement and performance thereunderthe consummation of the transactions contemplated hereby, take any action that would give rise to a right of payment to any individual under any employment agreement (other than salary earned for prior service); (xxxxi) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations or by a Regulatory Authority or changes in GAAP, as advised by North PennSE Corp’s independent public accountants; (xxixxii) except for other than as a result of the execution of this Agreement, and Agreement or the consummation of the transactions contemplated thereinhereby, take any action that would give rise to an acceleration of the right to payment to any individual under any Employee Benefit Plan; (xxiixxiii) purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies; (xxiiixxiv) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or if such assessment indicates the presence of Hazardous Material or an underground storage tank; (xxivxxv) make any written communications to the directors, officers or employees of North PennSE Corp, North Penn SE Bank or any North Penn SE Corp subsidiary pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without first providing Xxxxxxx Beneficial with a copy or description of the intended communication, which Xxxxxxx Beneficial shall promptly review and comment on, and Xxxxxxx Beneficial and North Penn SE Corp shall cooperate in providing any such mutually agreeable communication; or (xxvxxvi) terminate any individual that who is a party to an employment contract or change of control agreement prior to the Effective Time of the Merger other than termination “for “cause” as such term is defined in the applicable agreement; provided that SE Corp shall use its best efforts to notify Beneficial in writing prior to terminating any individual “for cause.”

Conduct of the Business of the Parties. (a) During the period from the date of this Agreement to the Effective Time of the Merger, North Penn Advantage shall, and shall cause the North Penn Subsidiaries its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and other advantageous business relationships and retain the services of its officers and key employees, (iii) preserve for itself and Sun the goodwill of the customers of Advantage and its subsidiaries and others with whom business relationships exist, and (iiiiv) except as required by law or regulation, take no action which would adversely affect or delay the ability of North Penn Advantage or Xxxxxxx to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. During the period from the date of this Agreement to the Effective Time of the Merger, Xxxxxxx and Xxxxx shall, and shall cause their subsidiaries to, except as required by law or regulation, take no action which would adversely affect or delay the ability of Xxxxxxx or North Penn Sun to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement. (b) During the period from the date of this Agreement to the Effective Time of the Merger, except as required by law or regulation, neither North Penn nor any of the North Penn Subsidiaries shallAdvantage shall not, without the prior written consent of Xxxxxxx which shall not be unreasonably withheldSun, to: (i) change, delete or add any provision of or to the Articles Certificate of Incorporation or Bylaws or other governing documents of any such entityAdvantage; (ii) except for the issuance of shares of North Penn Common Stock upon the exercise of North Penn Options prior Advantage Shares pursuant to the Effective Time terms of the MergerAdvantage Options, change the number of shares of its the authorized, issued or outstanding capital stockstock of Advantage, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to its the authorized or issued capital stockstock of Advantage, or declare, set aside or pay any dividend or other distribution with respect to its the outstanding capital other than the regular quarterly stock of Advantage; provided that Advantage may pay a one time special cash dividend of not more than up to $0.04 .07 per share of North Penn Common Stock with record on each Advantage Share issued and payment dates outstanding (other than shares held in treasury and unawarded shares held in benefit plans) prior to be consistent with past practices;the Effective Time. (iii) incur any material liabilities or material obligations (other than deposit liabilities and short-term borrowings in the ordinary course of business), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) make any capital expenditures individually in excess of $25,000 10,000 other than expenditures necessary to maintain existing assets in good repair; (v) sell, transfer, convey or otherwise dispose of any real property (including “"other real estate owned”") or interest therein; (vi) except as set forth on in Schedule 5.1(b)(vi)) and to the extent that the payment pursuant to Section 6.3(f) may constitute a bonus, pay any bonuses to any employee, officer, director or other person; enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan other than any amendment to any such plan that would permit service on the Advisory Board (as defined in Section 6.10) or the Board of Directors of Sun or Sun Bank to constitute a continuation of service under such plan, except as may be required by law; grant any general increase in compensation or pay any bonuses to its employees as a class or to its officers or employees except for ordinary course salary increases of not more than five percent (5%) of the previous year's base salary per individual, and following not less than three business days prior notice to Sun; grant any increase in fees or other compensation or in other benefits to any of its directors; or effect any change in any material respect in retirement benefits to any class of employees or officers, except as required by law; (vii) enter into or extend any agreement, lease or license relating to real property, personal property, data processing or bankcard functions relating to Advantage that involves an aggregate of $25,000 10,000 or more; (viii) acquire or agree to acquire five percent (5%) or more of the assets or equity securities of any Person or acquire direct or indirect control of any Person other than in connection with foreclosures in the ordinary course of business; provided however, North Penn Advantage shall consult with Xxxxxxx Sun with respect to any such foreclosures; (ix) originate, purchase, extend or grant any loan in principal amount in excess of $100,000 if such loan is not fully secured 1,000,000, or $400,000 if the loan is fully securedengage or participate in any lending activities, except including modifications to any loans as to which it has a binding obligation to make such loans as of existing on the date hereof, all of which are listed on Schedule 5.1(b)(ix); (x) file any applications or make any contract with respect to branching by North Penn Bank Advantage (whether de novo, purchase, sale or relocation) or acquire or construct, or enter into any agreement to acquire or construct, any interest in real property; (xi) form any new subsidiary; (xii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in a manner and pursuant to policies consistent with Advantage's past practices; (xiii) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 or Article 8 not being satisfied; (xiv) purchase or sell or otherwise acquire any investment securities other than those issued by the U.S. Treasury with a maximum remaining maturity of two years or less;securities; or (xv) commence any cause of action or proceeding other than in accordance with past practice or settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against it Advantage for material money damages or material restrictions upon any of their operations; (xvi) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness to which it is a party, other than in the ordinary course of business, consistent with past practice; (xvii) enter into, renew, extend or modify any other transaction (other than a deposit transaction) with any Affiliate other than pursuant to existing policies; (xviii) enter into any futures contract, option, interest rate caps, interest rate floors, interest rate exchange agreement or other agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to changes in market rates of interest; (xix) except for the execution of this Agreement, and actions taken or which will be taken in accordance with this Agreement and performance thereunder, take any action that would give rise to a right of payment to any individual under any employment agreement (other than salary earned for prior service); (xx) make any change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; or other material banking policies in any material respect except as may be required by changes in applicable law or regulations or by a Regulatory Authority or changes in GAAP, as advised by North Penn’s independent public accountants; (xxi) except for the execution of this Agreement, and the transactions contemplated therein, take any action that would give rise to an acceleration of the right to payment to any individual under any Employee Benefit Plan; (xxii) purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies; (xxiii) foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or if such assessment indicates the presence of Hazardous Material or an underground storage tank; (xxiv) make any written communications to the employees of North Penn, North Penn Bank or any North Penn subsidiary pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement without first providing Xxxxxxx with a copy or description of the intended communication, which Xxxxxxx shall promptly review and comment on, and Xxxxxxx and North Penn shall cooperate in providing any such mutually agreeable communication; or (xxv) terminate any individual that is a party to an employment contract or change of control agreement prior to the Effective Time of the Merger other than termination for “cause” as such term is defined in the applicable agreement.