Ordinary Course and Other Activities Sample Clauses

Ordinary Course and Other Activities. Except as set forth in this Agreement, the Seller shall not, without the prior written consent of the Buyer: (i) sell, lease, abandon, assign, transfer, license, encumber or otherwise dispose of any Personal Property or Assets other than in the ordinary course of business, or enter into any agreement to do so; (ii) except as otherwise expressly provided herein, transfer any Assets or Deposits from the Branch to the Seller's other branches or operations, subject, in the case of Deposits, to the individual
Sample 1
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Ordinary Course and Other Activities. (a) The Seller shall not, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld (a) sell, lease, abandon, assign, transfer, license, mortgage, pledge, encumber or otherwise dispose of any Assets other than the use of Cash on Hand and supplies in the ordinary course of business consistent with past practice, except as otherwise expressly provided herein; (b) transfer any employees, Assets or Deposits from the Branches to the Seller’s other branches, subject, in the case of Assumed Deposit Accounts, to an unsolicited request of an individual depositor; (c) settle or compromise any Claim now pending or commenced subsequent to the date hereof with respect to the Assets to be purchased and Liabilities and obligations to be assumed by the Buyer pursuant to the terms of this Agreement; (d) close or re-locate, or file any application to close or relocate, any of the Branches, except as such an application may be necessary to relocate the Branches as a result of a fire or other natural disaster; (e) enter into any contract, agreement, commitment understanding or other arrangement to dispose of the Branches or the Assets or Liabilities and obligations to be assumed by the Buyer pursuant to the terms of this Agreement, except as otherwise expressly provided herein; (f) permit the Branches to incur any material liabilities or material obligations (whether directly or by way of guaranty, endorsement, surety contract or otherwise) including any obligation for borrowed money or evidenced by any note, bond, debenture or similar instrument, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice; (g) offer any special rate promotions to customers of the Branches (unless such promotions are offered to all customers of Seller); (h) grant any increase in the general rate of compensation or in the benefits payable to any Branch employee (including retention compensation to Branch employees) over the levels in effect as of the date hereof, other than any regularly scheduled increases; (i) establish new Assumed Deposit Accounts or change pricing with respect to any Assumed Deposit Accounts, in each case other than in the ordinary course of business consistent with past practice; (j) amend, terminate, assign, encumber or extend, in any material respect, any Lease, or make any material improvement to any property subject to any Lease or enter into any lease of any portion of the Rea...
Sample 1
Ordinary Course and Other Activities. Except as set forth in this Agreement, the Seller shall not, without the prior written consent of the Buyer: (i) sell, lease, abandon, assign, transfer, license, encumber or otherwise dispose of any Personal Property or Assets other than in the ordinary course of business, or enter into any agreement to do so; (ii) except as otherwise expressly provided herein, transfer any Assets or Deposits from the Branch to the Seller's other branches or operations, subject, in the case of Deposits, to the individual depositor's continuing right of withdrawal; (iii) enter into any leases, contracts, agreements or other commitments, whether written or oral, in connection, in whole or in part, with the business of the Branch other than leases, as lessee, of personal property (copies of which shall be provided to the Buyer) under which the Seller is not liable or obligated in an amount in excess of $5,000 in the aggregate and all such leases, contracts, agreements and commitments so entered into by the Seller shall be assignable to the Buyer by the Seller without the consent of any third party and
Sample 1
Ordinary Course and Other Activities. The Seller shall not, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld: (a) sell, lease, abandon, assign, transfer, license, encumber or otherwise dispose of any Assets other than in the ordinary course of business, or enter into any agreement to do so; (b) except as otherwise expressly provided herein, transfer any Assets or Deposits from the Branch to the Seller’s other branches, subject, in the case of Deposits, to the individual depositors’ continuing right of withdrawal; (c) settle or compromise any Claim now pending or commenced subsequent to the date hereof with respect to the Assets to be purchased and Liabilities to be assumed by the Buyer pursuant to the terms of this Agreement; (d) relocate, or file any application to relocate, the Branch, except as such an application may be necessary to relocate the Branch as a result of a fire or other natural disaster; (e) enter into any contract, agreement, commitment understanding or other arrangement to dispose of the Branch or the Assets or Liabilities other than pursuant to the terms of this Agreement; and (f) not issue any new deposit or loan products at the Branch that Buyer will not be able to offer upon and following the Closing Date; and only pay interest rates on the Deposits consistent with past practices; .
Sample 1
Ordinary Course and Other Activities. The Seller shall not, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, sell, lease, abandon, assign, transfer, license, encumber or otherwise dispose of any Assets other than in the ordinary course of business, or enter into any agreement to do so; except as otherwise expressly provided herein, transfer any Assets or Deposits from the Branch to the Seller's other branches, subject, in the case of Deposits, to the individual depositors' continuing right of withdrawal; settle or compromise any Claim now pending or commenced subsequent to the date hereof with respect to the Assets to be purchased and Liabilities to be assumed by the Buyer pursuant to the terms of this Agreement; re-locate, or file any application to relocate, the Branch, except as such an application may be necessary to relocate the Branch as a result of a fire or other natural disaster; or, enter into any contract, agreement, commitment understanding or other arrangement to dispose of the Branch or the Assets or Liabilities other than pursuant to the terms of this Agreement. Notwithstanding the foregoing, the Seller shall not, without the prior written consent of the Buyer, accept any Deposits in the Branch after the date hereof and until the Closing Date that bear interest at a rate in excess of twenty (20) basis points above the rates published by the Seller on its rate sheet for deposits of similar maturities as of June 30, 2003 for any such Deposit is accepted in the Branch.
Sample 1

Related to Ordinary Course and Other Activities

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

  • Taxes and Other Obligations Pay all of its taxes, assessments and other obligations, including, but not limited to taxes, costs or other expenses arising out of this transaction, as the same become due and payable, except to the extent the same are being contested in good faith by appropriate proceedings in a diligent manner.

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • TAXES AND OTHER LIABILITIES Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Regulatory and Other Approvals (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

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