Operation of Office Clause Samples

Operation of Office. In the performance of their respective obligations hereunder, the P.C. and Manager shall comply with all applicable regulations and laws (including, without limitation, applicable zoning regulations and rules and regulations governing the practice of medicine) reasonably necessary to ensure to it that the Office is in compliance with the rules and regulations of all regulatory bodies, agencies or authorities having jurisdiction over the Office.

Operation of Office. Seller shall continue to operate Seller Office in a manner equivalent to that manner and system of operation employed immediately prior to the date of this Agreement. Seller will use commercially reasonable efforts to prevent harm or damage to the reputation of the Seller Office or material reduction of the existing Seller Deposit Liabilities. Except with the prior written consent of the Purchaser, (which consent shall not be unreasonably withheld or delayed) or as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement and continuing until the Closing, Seller shall not: (a) conduct business at the Seller Office other than in the usual, regular and ordinary course or fail to use its best efforts to preserve the Seller Office intact or to preserve the good will of the customers at and others having business with the Seller Office; (b) sell, lease, encumber, or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of the Seller Assets or any of the collateral securing the Loans; (c) cause the Seller Office to transfer any Deposits, including, without limitation, to Seller's or any affiliates' other operations or branches, except upon the unsolicited request of a depositor in the ordinary course of business; (d) agree to increase the salary, remuneration or compensation (including insurance, pension or other benefit plan) payable or to become payable to persons employed at the Seller Office other than in accordance with Seller's customary policies and/or bank-wide changes, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice; (e) hire any new employees at the Seller Office without making a good faith effort to give Purchaser prior notice; (f) violate any law, statute, rule, governmental regulation, order or undertaking which violation would have a material adverse effect on the Seller Assets; (g) invest in any Fixed Assets on behalf of the Seller Office, except for commitments made on or before the date of the Agreement and for replacements of furniture, furnishings and equipment and normal maintenance and refurbishing purchased or made in the ordinary course of business; (h) offer any special deposit rate promotion with respect to the Deposit Accounts or potential accounts except those offered by Seller at all or substantially all of its branch offices; (i) take any action to artificially inflate the am...