Common use of Conduct to Date Clause in Contracts

Conduct to Date. From and after December 31, 1999 through the date of this Agreement, except as disclosed in Section 2.22 of the Disclosure Schedule, neither Bancorp nor any Bancorp Subsidiary has done the following: (i) failed to conduct its business in the ordinary and usual course consistent with past practices; (ii) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debt on the balance sheets of Bancorp or Bank of San Francisco; (iii) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) except for semi-annual dividends on shares of Bancorp Preferred which Bancorp is required to declare and pay pursuant to its Certificate of Incorporation, declared, set aside or paid any cash or stock dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (v) incurred any material obligation or liability (absolute or contingent), except normal trade or business obligations or 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) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business; (vii) 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, (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except for merit or promotion increases consistent with past practice and in accordance with existing policy or established incentive programs; (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, retention, severance, indemnification or other similar contract,(C) entered into, terminated or substantially modified any of the Employee Plans or (D) agreed to do any of the foregoing; (ix) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (x) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xi) entered into any material transaction, contract or commitment outside the ordinary course of its business; or (xii) made or guaranteed any loan to any of the Employee Plans.

Conduct to Date. From Except as disclosed on Schedule 7.13 and after December 31, 1999 through except for the date of transactions contemplated by this Agreement, except as disclosed in Section 2.22 of the Disclosure Schedulesince December 28, neither Bancorp nor any Bancorp Subsidiary has done the following2002: (ia) failed to conduct Each of the Company and the Subsidiary has carried on its business in the ordinary and usual course consistent with past its current practices;. (iib) issued, sold, granted, conferred Each of the Company and the Subsidiary has not issued or awarded sold any common of its capital stock or other directly or indirectly redeemed or otherwise acquired any of its capital stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debt on the balance sheets of Bancorp or Bank of San Francisco;. (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) except for semi-annual dividends on shares Each of Bancorp Preferred which Bancorp is required to declare the Company and pay pursuant to its Certificate of Incorporation, the Subsidiary has not declared, set aside aside, or paid any cash or stock dividend or other distribution in respect of its capital stock, stock or purchased, redeemed, retired, repurchased, made or exchanged, accrued any other payment or otherwise directly or indirectly acquired or disposed of distribution to any of its capital stock; (v) incurred any material obligation or liability (absolute or contingent), except normal trade or business obligations or 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) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent)Stockholder, other than in accordance with its terms in rents payable under certain of the ordinary course of business;Real Property Leases, interest payments, and routine salary payments and business expense reimbursement. (viid) Each of the Company and the Subsidiary has not incurred or prepaid any Debt, Capital Lease, or any other corporate debt or instruments which are or would be classified as debt on its balance sheet, increased the amount of its short term borrowings under available lines of credit, or made any loan or advance to any Entity. (e) Each of the Company and the Subsidiary has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets other than for a fair consideration in the ordinary course of its business;. (viiif) except as required Each of the Company and the Subsidiary has not purchased or otherwise acquired from any third party assets constituting any other line of business or any material properties or assets outside the ordinary course of its business. (g) Each of the Company and the Subsidiary has not entered into any supply contract or other such agreement or understanding relating to the purchase of products by contract, it which would constitute a Material Contract and which is not listed on Schedule 7.09. (Ah) Each of the Company and the Subsidiary has not increased the rate of compensation of, of any employee whose base salary exceeds $75,000 per annum after the increase or made an across-the-board increase in the compensation of any class of employees; paid any bonus to, to any of its directors, officers, or other employees, except for merit or promotion increases consistent with past practice and in accordance with as required under existing policy or established incentive programsEmployee Plans; (B) entered into any newsecured, collateralized, or amended funded any Employee Plan not previously secured, collateralized, or supplemented any existing, employment, management, consulting, deferred compensation, retention, severance, indemnification or other similar contract,(C) funded; entered into, terminated terminated, or substantially modified any of the employment agreement or other Employee Plans Plan; or (D) agreed to do any of the foregoing;. (ixi) suffered Each of the Company and the Subsidiary has not entered into, amended, modified, or terminated any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (x) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xi) entered into any material transaction, contract or commitment Material Contract outside the ordinary course of its business; or (xii) made or guaranteed any loan to any of the Employee Plans.

Conduct to Date. From Except as disclosed on Schedule 5.14 and after except for the transactions contemplated by this Agreement, since December 31, 1999 through the date of this Agreement, except as disclosed in Section 2.22 of the Disclosure Schedule, neither Bancorp nor any Bancorp Subsidiary has done the following1997: (ia) failed to conduct The Company has carried on its business in the ordinary and usual course consistent with past its current practices;. (iib) issued, sold, granted, conferred The Company has not issued or awarded sold any common of its Common Shares or other capital stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debt on the balance sheets of Bancorp or Bank of San Francisco;. (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) except for semi-annual dividends on shares of Bancorp Preferred which Bancorp is required to declare and pay pursuant to its Certificate of Incorporation, The Company has not declared, set aside aside, or paid any cash or stock dividend or other distribution in respect of its Common Shares or other capital stock, or, directly or purchasedindirectly, redeemed, retired, repurchased, or exchanged, redeemed or otherwise directly or indirectly acquired or disposed of any of its Common Shares or other capital stock;. (vd) The Company has not incurred or prepaid any material obligation corporate debt or liability (absolute instruments which are or contingent)would be classified as long-term debt on its balance sheet, except normal trade nor has the Company made any loan or business obligations or liabilities incurred in the ordinary course of business, or subjected advance to lien any of its assets or properties other than in the ordinary course of business consistent with past practice;person. (vie) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business; (vii) The Company has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets other than for a fair consideration in the ordinary course of its business;. (viiif) except as required The Company has not purchased or otherwise acquired from a third party assets constituting any other line of business or any material properties or assets outside the ordinary course of its business. (g) The Company has not entered into any supply contract or other such agreement or understanding relating to the purchase of products by contract, it which would constitute a Material Contract and which is not listed on Schedule 5.10. (Ah) The Company has not increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except for merit or promotion increases consistent with past practice and in accordance with as required under existing policy or established incentive programsEmployee Plans; (B) entered into any newsecured, collateralized, or amended funded any Employee Plan not previously secured, collateralized, or supplemented any existing, employment, management, consulting, deferred compensation, retention, severance, indemnification or other similar contract,(C) funded; entered into, terminated terminated, or substantially modified any of the employment agreement or other Employee Plans Plan; or (D) agreed to do any of the foregoing;. (ixi) suffered The Company has not entered into, or amended, modified or terminated, any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (x) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xi) entered into any material transaction, contract or commitment Material Contract outside the ordinary course of its business; or (xii) made or guaranteed any loan to any of the Employee Plans.

Conduct to Date. From and after December 31, 1999 2000 through the date of this Agreement, except as disclosed in Section 2.22 of the Disclosure Schedule, neither Bancorp nor any Bancorp Subsidiary has done the following: (ia) failed to conduct its business in the ordinary and usual course consistent with past practices; (iib) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debt on the balance sheets of Bancorp or Bank of San FranciscoBank; (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (ivd) except for semi-annual dividends on shares of Bancorp Preferred which Bancorp is required to declare and pay pursuant to its Certificate of Incorporation, declared, set aside or paid any cash or stock dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (ve) incurred any material obligation or liability (absolute or contingent), except normal trade or business obligations or 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;; 13 (vif) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business; (viig) 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; (viiih) except as required by contract, (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except for merit or promotion increases consistent with past practice and in accordance with existing policy or established incentive programs; policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, retention, severance, indemnification severance or other similar contract,(Ccontract, except as described in Section 5.04(c) and Section 5.04(d) of the Disclosure Schedule, (C) entered into, terminated or substantially modified any of the Employee Plans or (D) agreed to do any of the foregoing; (ixi) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (xj) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xik) entered into any material transaction, contract or commitment outside the ordinary course of its business; or (xiil) made or guaranteed any loan to any of the Employee Plans.

Conduct to Date. From Except as disclosed on Schedule 4.14 and after except for the transactions contemplated by this Agreement, since December 31, 1999 through the date of this Agreement, except as disclosed in Section 2.22 of the Disclosure Schedule, neither Bancorp nor any Bancorp Subsidiary has done the following1999: (ia) failed to conduct Each Company has carried on its business in the ordinary and usual course consistent with past its current practices;. (iib) issued, sold, granted, conferred Each Company has not issued or awarded sold any common or other of its capital stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debt on the balance sheets of Bancorp or Bank of San Francisco;. (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) except for semi-annual dividends on shares of Bancorp Preferred which Bancorp is required to declare and pay pursuant to its Certificate of Incorporation, Each Company has not declared, set aside aside, or paid any cash or stock dividend or other distribution in respect of its capital stockstock or, directly or purchasedindirectly, redeemed, retired, repurchased, or exchanged, redeemed or otherwise directly or indirectly acquired or disposed of any of its capital stock;. (vd) incurred Each Company has not prepaid any material obligation or liability (absolute or contingent)Long Term Debt, except normal trade or business obligations or liabilities incurred in the ordinary course of businessCapital Lease, or subjected to lien any other corporate debt or instruments which are or would be classified as long term debt on its balance sheet, increased the amount of its assets or properties short term borrowings under available lines of credit (other than in the ordinary course of business consistent with past practice;business), or made any loan or advance to any Entity. (vie) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business; (vii) Each Company has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets other than for a fair consideration in the ordinary course of its business;. (viiif) except as required Each Company has not purchased or otherwise acquired from any third party assets constituting any other line of business or any material properties or assets outside the ordinary course of its business. (g) Each Company has not entered into any supply contract or other such agreement or understanding relating to the purchase of products by contract, it which would constitute a Material Contract and which is not listed on Schedule 4.10. (Ah) Each Company has not increased the rate of compensation of, of any employee whose base salary exceeds $100,000 per annum after the increase or made an across-the-board increase in the compensation of any class of employees; paid any bonus to, to any of its directors, officers, or other employees, except for merit or promotion increases consistent with past practice and in accordance with as required under existing policy or established incentive programsEmployee Plans; (B) entered into any newsecured, collateralized, or amended funded any Employee Plan not previously secured, collateralized, or supplemented any existing, employment, management, consulting, deferred compensation, retention, severance, indemnification or other similar contract,(C) funded; entered into, terminated terminated, or substantially modified any of the employment agreement or other Employee Plans Plan; or (D) agreed to do any of the foregoing;. (ixi) suffered Each Company has not entered into, or amended, modified or terminated, any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (x) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xi) entered into any material transaction, contract or commitment Material Contract outside the ordinary course of its business; or (xii) made or guaranteed any loan to any of the Employee Plans.