Common use of Operation of the Offices Clause in Contracts

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLER, its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” or “SELLER” or the name of any affiliate of SELLER. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLER; provided, however, that BUYER’s receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s approval for removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLER, its subsidiaries, affiliates or nor parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” "CENTRAL BANK", "FIRST COMMERCE CORPORATION", "MARQUIS INVESTMENTS, L.L.C.", "FIRST MONEY, L.L.C." or “SELLER” "BANK ONE" or the name of any affiliate of SELLERFIRST COMMERCE CORPORATION or BANC ONE CORPORATION. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; providedPROVIDED, howeverHOWEVER, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. As indicated in, and as limited by, Section 1.02(c), SELLER will retain its signs located at the Offices. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s approval for removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLERBANK ONE, its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” "BANK ONE" or “SELLER” "BANK ONE" or the name of any affiliate of SELLERBANK ONE CORPORATION. Preceding the Closing, SELLER BANK ONE shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; provided, however, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. As indicated in, and as limited by, Section 1.2(c), BANK ONE will retain its signs located at the Offices. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s BANK ONE's approval for such removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLERBANK ONE, its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER CNB shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon As soon as possible after the ClosingClosing Date, BUYER CNB shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” "BANK ONE" or “SELLER” or the name of any affiliate of SELLER. "BANC ONE." Preceding the Closing, SELLER BANK ONE shall cooperate with any reasonable requests of BUYER CNB directed to obtaining specifications for the procurement of new signs of BUYER’s CNB~'s choosing for installation by BUYER of so that CNB is in a position to install new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; provided, however, that BUYER’s CNB's receipt of all sign specifications shall be obtained by BUYER CNB in a manner that does not significantly interfere with the normal business activities and operations of the Offices Offices, and further provided that the procurement of all new signs shall be at the sole and exclusive expense of BUYERCNB. As indicated in Section 1.02(c), BANK ONE will retain its signs located at the Offices. If removed by BUYER CNB in conjunction with its installation of new signs, BUYER CNB shall obtain SELLER’s BANK ONE's approval for such removal of signs and shall insure that said signs are removed without damage to samedamaging them. It is understood by the parties hereto that, with the exception of the signssigns themselves, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations fixtures or as part of the parties hereunder shall survive the ClosingFixed Assets.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLER, nor its subsidiaries, subsidiaries or affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of 55 business on the Closing Date, and BUYER shall take such action as may may, in its judgment appear to judgment, be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLERPremier Bank and Trust,” or “SELLERPremier,” or “Ohio Legacy,” the name of any affiliate of SELLERSELLER or any derivations thereof. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; provided, however, that BUYER’s receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. If removed by BUYER in conjunction with SELLER Will retain its installation of new signs, signs located at the Offices. BUYER shall obtain remove the “skins” of SELLER’s approval for removal of signs with SELLER’s name and logo and shall insure that said signs are removed without damage to samehold them pending retrieval by SELLER. It is understood by the parties hereto that, with the exception of the signs, “skins,” all mounting facilities facilities, electronics and components for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLERBANK ONE, its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” "BANK ONE" or “SELLER” "BANC ONE" or the name of any affiliate of SELLERBANC ONE CORPORATION. Preceding the Closing, SELLER BANK ONE shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; providedPROVIDED, howeverHOWEVER, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. As indicated in, and as limited by, Section 1.02(c), BANK ONE will retain its signs located at the Offices. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s BANK ONE's approval for such removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, or as agreed to in writing between the parties, after the Closing Date neither SELLER, its subsidiaries, or affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “"SELLER” " or “SELLER” "Banc One" or the name of any affiliate of SELLERBanc One CORPORATION. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; provided, however, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. As indicated in, and as limited by, Section 1.2(c), Banc One will retain its signs located at the Offices. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s Banc One's approval for such removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLER, its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “"SELLER” " or “"SELLER” " or the name of any affiliate of SELLER. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLER; provided, however, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s 's approval for removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLER, its subsidiaries, affiliates or nor parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” "THE FIRST NATIONAL BANK OF LAFAYETTE", "FIRST COMMERCE CORPORATION", "MARQUIS INVESTMENTS, L.L.C.", "FIRST MONEY, L.L.C." or “SELLER” "BANK ONE" or the name of any affiliate of SELLERFIRST COMMERCE CORPORATION or BANC ONE CORPORATION. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; providedPROVIDED, howeverHOWEVER, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. As indicated in, and as limited by, Section 1.02(c), SELLER will retain its signs located at the Offices. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s approval for removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLERBANK ONE, nor its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER Premier shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon As soon as possible after the ClosingClosing Date, BUYER Premier shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” "BANK ONE" or “SELLER” or the name of any affiliate of SELLER. "BANC ONE." Preceding the Closing, SELLER BANK ONE shall cooperate with any reasonable requests of BUYER Premier directed to obtaining specifications for the procurement of new signs of BUYER’s Premier's choosing for installation by BUYER of so that Premier is in a position to install new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; providedPROVIDED, howeverHOWEVER, that BUYER’s Premier's receipt of all sign specifications shall be obtained by BUYER Premier in a manner that does not significantly interfere with the normal business activities and operations of the Offices Offices, and further provided that the procurement of all new signs shall be at the sole and exclusive expense of BUYERPremier. As indicated in Section 1.02(c), BANK ONE will retain its signs located at the Offices. If removed by BUYER Premier in conjunction with its installation of new signs, BUYER Premier shall obtain SELLER’s BANK ONE's approval for such removal of signs and shall insure that said signs are removed without damage to samedamaging them. It is understood by the parties hereto that, with the exception of the signssigns themselves, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations fixtures or as part of the parties hereunder shall survive the ClosingFixed Assets.

Operation of the Offices. Except as otherwise expressly provided in this Agreement, after the Closing Date neither SELLER, nor its subsidiaries, subsidiaries or affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, or other services to the Offices, including without limitation any personnel, employee benefit, data processing, accounting, risk management, or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may may, in its judgment appear to judgment, be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including but not limited to deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, or printed or written materials that refer to the Offices by any name that includes the words “SELLER” or “SELLER” or "Premier Bank and Trust," "Premier," "Ohio Legacy," the name of any affiliate of SELLERSELLER or any derivations thereof. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; provided, however, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. If removed by BUYER in conjunction with SELLER Will retain its installation of new signs, signs located at the Offices. BUYER shall obtain remove the “skins” of SELLER’s approval for removal of signs with SELLER’s name and logo and shall insure that said signs are removed without damage to samehold them pending retrieval by SELLER. It is understood by the parties hereto that, with the exception of the signs, “skins,” all mounting facilities facilities, electronics and components for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.

Operation of the Offices. Except as otherwise expressly provided ------------------------- in this Agreement, after the Closing Date Date, neither SELLER, its subsidiaries, affiliates or parent corporation shall be obligated to provide for any managerial, financial, business, business or other services to the Offices, including including, without limitation limitation, any personnel, employee benefit, data processing, accounting, risk management, management or other services or assistance that may have been provided to the Offices prior to the close of business on the Closing Date, and BUYER shall take such action as may in its judgment appear to be necessary or advisable to provide for the ongoing operation and management of, and the provision of services and assistance to, the Offices after the Closing Date. Upon the Closing, BUYER shall change the legal name of the Offices and, except for any documents or materials in possession of the customers of the Offices (including including, but not limited to to, deposit tickets and checks), shall not use and shall cause the Offices to cease using any signs, stationery, advertising, documents, documents or printed or written materials that refer to the Offices by any name that includes the words “SELLER” or “SELLER” "Blackhawk State Bank" or the name of any affiliate of SELLER. Blackhawk Bancorp, Inc. Preceding the Closing, SELLER shall cooperate with any reasonable requests of BUYER directed to obtaining specifications for the procurement of new signs of BUYER’s 's choosing for installation by BUYER of new signs according to a schedule mutually agreed upon by BUYER and SELLERimmediately following the close of business on the Closing Date; provided, however, that BUYER’s 's receipt of all sign specifications shall be obtained by BUYER in a manner that does not significantly interfere with the normal business activities and operations of the Offices and shall be at the sole and exclusive expense of BUYER. As indicated in, and as limited by, SECTION 1.2(B), SELLER will -------------- retain its signs located at the Offices and shall remove such signs immediately following the close of business on the Closing Date. If removed by BUYER in conjunction with its installation of new signs, BUYER shall obtain SELLER’s 's approval for such removal of signs and shall insure that said signs are removed without damage to same. It is understood by the parties hereto that, with the exception of the signs, all mounting facilities for the signs shall be considered as Fixed Assets for purposes of this Agreement. The covenants and obligations of the parties hereunder shall survive the Closing.