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. 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
Ordinary Course and Other Activities. The Seller shall not, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld:
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

Related to Ordinary Course and Other Activities

  • Customer and Other Business Relationships After the Closing, Seller will cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer those business relationships of Seller existing prior to the Closing and relating to the business to be operated by Buyer after the Closing, including relationships with lessors, employees, regulatory authorities, licensors, customers, suppliers and others, and Seller will satisfy the Retained Liabilities in a manner that is not detrimental to any of such relationships. Seller will refer to Buyer all inquiries relating to such business. Neither Seller nor any of its officers, employees, agents or shareholders shall take any action that would tend to diminish the value of the Assets after the Closing or that would interfere with the business of Buyer to be engaged in after the Closing, including disparaging the name or business of Buyer.

  • No Other Activities The Issuer will not engage in activities other than financing, acquiring, owning and pledging the Trust Property as described in the Transaction Documents and activities incidental to those activities.

  • Contracts and Other Agreements Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies of all of the following agreements or documents to which it is subject and each of which is listed in Disclosure Schedule 3.22: equipment supply and maintenance contracts, giving rise to rental and/or service income in excess of $1,000,000 per annum; supply agreements and purchase agreements not terminable by such Credit Party within 60 days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $1,000,000 per annum; licenses and permits held by the Credit Parties, the absence of which could be reasonably likely to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • 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.”

  • RIGHT TO ENGAGE IN OTHER ACTIVITIES (a) The services provided by the Advisor hereunder are not to be deemed exclusive. CMF on its own behalf and on behalf of the Partnership acknowledges that, subject to the terms of this Agreement, the Advisor and its officers, directors, employees and shareholder(s), may render advisory, consulting and management services to other clients and accounts. The Advisor and its officers, directors, employees and shareholder(s) shall be free to trade for their own accounts and to advise other investors and manage other commodity accounts during the term of this Agreement and to use the same information, computer programs and trading strategies, programs or formulas which they obtain, produce or utilize in the performance of services to CMF for the Partnership. However, the Advisor represents, warrants and agrees that it believes the rendering of such consulting, advisory and management services to other accounts and entities will not require any material change in the Advisor’s basic trading strategies and will not affect the capacity of the Advisor to continue to render services to CMF for the Partnership of the quality and nature contemplated by this Agreement.

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

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