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