Common use of Interim Events Clause in Contracts

Interim Events. (a) Except as set forth in Schedule 2.20 of the Disclosure Schedules, between December 31, 2002 to the date of this Agreement, to the knowledge of Unified or UBC, no event has occurred and no fact or circumstance shall have come to exist which, directly or indirectly, individually or taken together with all other facts, circumstances and events, has had, or is reasonably likely to have, a Material Adverse Effect on UBC. Solely for purposes of this Section 2.20(a), a Material Adverse Effect on UBC shall be measured against the financial position, results of operations or business of UBC as it existed as of December 31, 2002 (as opposed to the date of this Agreement). (b) From and after December 31, 2002 through the date of this Agreement, except as set forth in the UBC Financial Statements or except as disclosed in the Disclosure Schedules: (i) UBC has conducted its business in the ordinary and usual course consistent with past practices; (ii) UBC has not issued, sold, granted, conferred or awarded any of its equity securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of UBC; (iii) UBC has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) UBC has not declared, set aside or paid any dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its equity securities; (v) UBC has not incurred any obligation or liability (absolute or contingent), except liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (vi) UBC has not discharged or satisfied any lien or paid any obligation or liability (absolute or contingent), other than in the ordinary course of business; (vii) UBC has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; (viii) except as required by contract or law, UBC has not (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the UBC Plans or (D) agreed to do any of the foregoing; (ix) UBC has not suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any regulatory authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; (x) UBC has not canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of UBC; and (xi) UBC has not entered into any material transaction, contract or commitment outside the ordinary course of its business.

Interim Events. (a) Except as set forth in Schedule 2.20 3.21 of the Disclosure Schedules, between December 31, 2002 2010 to the date of this Agreement, to the knowledge of Unified or UBCthe Seller after due inquiry, no event has occurred and no fact or circumstance shall have come to exist which, directly or indirectly, individually or taken together with all other facts, circumstances and events, has had, or is reasonably likely to have, a Material Adverse Effect on UBCthe Bank. Solely for purposes of this Section 2.20(a3.21(a), a Material Adverse Effect on UBC the Bank shall be measured against the financial position, results of operations or business of UBC the Bank as it existed as of December 31, 2002 2010 (as opposed to the date of this Agreement). (b) From and after December 31, 2002 2010 through the date of this Agreement, except as set forth in the UBC Bank Financial Statements or except as disclosed in the Disclosure Schedules: : (i) UBC the Bank has conducted its business in the ordinary and usual course consistent with past practices; ; (ii) UBC the Bank has not issued, sold, granted, conferred or awarded any of its equity securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of UBC; the Bank; (iii) UBC the Bank has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; ; (iv) UBC the Bank has not declared, set aside or paid any dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its equity securities; ; (v) UBC the Bank has not incurred any obligation or liability (absolute or contingent), except liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties other than in the ordinary course of business consistent with past practice; ; (vi) UBC the Bank has not discharged or satisfied any lien or paid any obligation or liability (absolute or contingent), other than in the ordinary course of business; ; (vii) UBC the Bank has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; ; (viii) except as required by contract or law, UBC the Bank has not not: (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except in accordance with existing policy, ; (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance, or other similar contract, ; (C) entered into, terminated, or substantially modified any of the UBC Plans or Bank Plans; or (D) agreed to do any of the foregoing; ; (ix) UBC the Bank has not suffered any material damage, destruction, or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any regulatory authority, flood, windstorm, embargo, riot, act of God or the enemy, or other casualty or event, and whether or not covered by insurance; ; (x) UBC the Bank has not canceled or compromised any debt, except for debts charged off or compromised in accordance with the past practice of UBCthe Bank; and and (xi) UBC the Bank has not entered into any material transaction, contract or commitment outside the ordinary course of its business.