Common use of Solicitation of Accounts Clause in Contracts

Solicitation of Accounts. (a) Until the Closing Date and for an additional three (3) years following the Closing Date, Seller agrees that it will not use confidential information contained in Branch customer information files to solicit financial services business, including deposits, loans and other financial products. Except as set forth in the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the Branches. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor transact its business in a way which would induce such customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three twelve (312) years months following the Closing Date, Seller agrees that it will not use confidential information contained in Branch customer information files to solicit financial services business, including deposits, loans loans, mutual fund purchases, or other investment products or other business from or to persons or entities who were depositors or borrowers at the Branches on the date hereof with respect to Deposits by personal contact, by telephone, by facsimile, by mail or other similar solicitation, or in any other way except for general solicitations and other financial products. Except as set forth in solicitations that are not directed primarily to persons or entities who were depositors of the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, Branches on the date hereof; provided, however, that, during such three year period, Seller shall not engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers may solicit depositors who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, Agreement have existing accounts or loans held originating at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date offices of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in other than the same geographic area Branches pursuant to solicitations which arise from their status as a customer at such other branches or offices; and provided, further, that Seller may solicit major or statewide depositors (such as, for example, a company with more than one location or the Branchesstate government or any agency or instrumentality thereof) without restrictions hereunder. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to directly solicit Branch customers through advertising nor transact its business in a way which would induce such Branch customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not primarily directed to or targeted at such Branch customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such Branch customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such Branch customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three five (35) years following the Closing Date, Seller agrees that it will not use confidential information contained in Branch customer information files to solicit financial services business, including deposits, loans (and other financial products. Except as set forth in the foregoing sentence, nothing in this Agreement PNC shall be construed to at any time prohibit or otherwise limit Seller or any of cause its Affiliates from soliciting financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not to) (i) engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, including Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, accounts or loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) Transaction or other financing relationships relationship may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges provided that such solicitation is generally provided to other similarly-situated customers or prospective customers of Seller and/or its Affiliates will conduct such solicitations from or (ii) use confidential information contained in Branch customer files, Loan Documents or Records that solely relate to the Assets and after the date of Liabilities that are to be assumed by Purchaser pursuant to this Agreement to solicit financial services business, including deposits, loans and other financial products; provided that the restrictions set forth in the foregoing clauses (i) and (ii) shall not apply to any Branch Employee to whom Purchaser does not make a written offer of employment in accordance with Section 8.6. Except as well as after set forth in the Closing Dateforegoing sentence, nothing in this Agreement shall be construed to at any time to prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the BranchesBranch. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor transact its business in a way which would induce such customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three five (35) years following the Closing Date, Seller agrees that it will not use confidential information contained in Branch or Relationship Manager customer information files to solicit financial services business, including deposits, loans and other financial products. Except as set forth in the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, provided, however, that, during such three five year period, Seller shall not engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the BranchesBranches and the Relationship Managers. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers or customers of Relationship Managers through advertising nor transact its business in a way which would induce such customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three For a period of forty-eight (348) years months following the Closing Date, Seller agrees that it and its Affiliates shall not offer financial services and products to any Customer. Notwithstanding the foregoing sentence, Seller and its Affiliates shall be permitted to (a) continue to engage in all customary communications, including distribution of loan statements and promotional loan materials, with any former customers of the Branches with whom Seller or an Affiliate maintains a banking or lending arrangement after the Closing Date as permitted by this Agreement, (b) engage in advertising, solicitations or marketing campaigns, programs or other efforts not primarily directed to or targeted at the Customers, (c) respond to unsolicited inquiries, and (d) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof. Without limiting the foregoing, Seller and its affiliates will not use confidential information contained in Branch customer information files to solicit financial services business, including deposits, loans deposits and other financial products. Except as set forth in the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any For a period of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits forty-eight (including, without limitation, Moved Deposits48) or received Loans as of the date of this Agreement, except that customers who are retained by Seller months following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands , neither Seller nor any affiliate shall establish or operate a branch office in ▇▇▇▇▇▇▇, Montclair, Newark or East Orange, New Jersey, except as to the Existing Branches and acknowledges that Seller or its Affiliates will conduct banking operations as otherwise specified in the same geographic area as the BranchesSchedule 7.6(a). (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor transact its business in a way which would induce such customers Customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customersCustomers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three twelve (312) years months following the Closing Date, Seller agrees that it will not use confidential information contained solicit deposits or loans (but may solicit mutual fund purchases or other investment products or other business) from or to persons or entities who were depositors or borrowers at or assigned to the Branches or the Commercial Banking Group on the date hereof with respect to Deposits by personal contact, by telephone, by facsimile, by mail or other similar solicitation, or in Branch customer information files any other way, except for general solicitations and solicitations that are not directed specifically to persons or entities who were depositors of the Branches or the Commercial Banking Group on the date hereof; PROVIDED, HOWEVER, that Seller may solicit financial services businessmajor or statewide depositors (such as, including depositsfor example, loans a company with more than one location or the state government or any agency or instrumentality thereof) without restriction hereunder, and other financial products. Except general, non-targeted solicitations that may accompany mailings to persons or entities who remain customers of the Seller in some capacity (such as set forth in credit card customers) and who are also depositors of the foregoing sentence, nothing in this Agreement Branches or the Commercial Banking Group shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the Branchespermitted. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to directly solicit Branch customers through advertising nor or transact its business in a way which would induce such Branch customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not primarily directed to or targeted at such Branch customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such Branch customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such Branch customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereofhereof and (v) within 30 days prior to the Closing Date, work with the Commercial Banking Group customers as necessary to effectively convert and transfer their accounts, services and products to those of the Purchaser.

Solicitation of Accounts. Non-Solicitation, (a) Until the Closing Date and for an additional three For eighteen (318) years months following the Closing Date, Seller agrees that it will not (i) use confidential information contained in Branch customer information files or Records that solely relate to the Assets and Assumed Liabilities that are to be assumed by Purchaser pursuant to this Agreement to solicit financial services business, including deposits, loans and other financial products, of the type offered through the Branches as of the date hereof or establish or maintain any branch banking office or ATM in the counties listed on Exhibit 7.6 (a) serving the mass retail and small commercial banking markets of the type conducted by Seller as of the date hereof; provided, however, that, for the avoidance of doubt, this Section 7.6(a) shall not prohibit or in any way limit Seller or any of its Affiliates, after the Closing Date, from (1) owning and operating ATMs that are not attached to or affiliated with a branch banking office, except as set forth on Schedule 7.6(a), or (2) offering products and services to customers as part of the businesses of Seller and its Affiliates that are not being sold hereunder, including the conduct of the global wealth, investment management and home loans businesses of Seller or its Affiliates, so long as such activities are not conducted through the use of the confidential information described in the preceding clause (i). Except as set forth in the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services businessor any other businesses, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the Branches. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor transact its business in a way which would intended to induce such customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its AffiliatesPurchaser. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customers, and relationships that result therefrom, (ii) engage in lending, deposit, safe deposit, trust or other financial services with customers who have relationships existing as of the date hereof with such customers through other branch offices of PurchaserPurchaser or product channels, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services, and engage in relationships that result therefrom, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof. (c) For a period of eighteen (18) months following the Closing Date, Seller will not, and shall cause its Affiliates not to, solicit for employment any Transferred Employee; provided, however, that nothing in this Section 7.6(c) shall be deemed to prohibit Seller or its Affiliates from (i) making general solicitations not targeted at Transferred Employees (including job • announcements in newspapers and industry publications or on the Internet), (ii) soliciting any Transferred Employee whose employment is terminated by Purchaser prior to Seller, or any of its Affiliates, soliciting such Transferred Employee, (iii) soliciting any Transferred Employee who has not been employed by Purchaser or its Affiliates during the nine (9) month period prior to the solicitation not otherwise permitted hereunder or (iv) using employee search firms, so long as such employee search firms are not instructed to and do not engage in targeted solicitations of Transferred Employees. (d) If any provision or part of this Section 7.6 is held by a court or other authority of competent jurisdiction to be invalid or unenforceable, the parties agree that the court or authority making such determination will have the power to reduce the duration or scope of such provision or to delete specific words or phrases as necessary (but only to the minimum extent necessary) to cause such provision or part to be valid and enforceable. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Section 7.6 without violating applicable law.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three For a period of two (32) years following the Closing Date, Seller agrees that it will not use confidential information contained in Branch customer information files solicit deposits of the type sold to Purchaser pursuant to the P&A Transaction (but may solicit and provide other financial services businessservices, including depositsmutual fund purchases, investment advisory services, securities and brokerage services, custodial and trust services, capital markets services, or insurance products or other business) from or to Persons or entities who were depositors at the Branches on the Closing Date by personal contact, by telephone, by facsimile, by mail or other similar solicitation, or in any other way except for general solicitations, advertisements, marketing campaigns and other solicitations that are not directed specially to Persons or entities who were depositors of the Branches on the Closing Date; provided, however, Seller and its Affiliates may solicit such customers who as of the Closing Date have existing accounts, loans or other relationships originating at branches or other offices of Seller or its Affiliates other than the Branches; and other financial productsprovided, further, that Seller and its Affiliates may solicit major or statewide customers (such as, for example, a company with more than one location or the state government or any agency or instrumentality thereof) without restriction hereunder. Except as set forth in Notwithstanding the foregoing sentence, nothing in this Agreement Seller and its Affiliates shall be construed permitted to at any time prohibit (i) respond to unsolicited inquiries by such Branch customers with respect to banking or otherwise limit Seller or any of its Affiliates from soliciting other financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage (ii) provide notices or communications relating to the transactions contemplated hereby in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of accordance with the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the Branchesprovisions hereof. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor or transact its business in a way which would induce such Branch customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such Branch customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such Branch customers at or through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such Branch customers with respect to banking or other financial services, services and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three For a period of forty-eight (348) years months following the Closing Date, Seller agrees Seller, Parent and BCP agree that it and its Affiliates shall not offer financial services and products to any Customer, provided, however, that nothing in this Section 7.6 shall prohibit (i) Seller from communicating in the normal course of business with Customers whom Seller maintains a loan or other credit relationship following the Closing and (ii) BCP and its Affiliates from communicating in the normal course of business with Customers with respect to (1) banking or financial services activities outside of the United States and (2) remittance services pursuant to the Remittance Processing Agreement or otherwise. Without limiting the foregoing, Seller and its Affiliates will not use confidential information contained in Branch customer information files to solicit financial services business, including deposits, loans and other financial products. Except as set forth in the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans deposits and other financial products, from any Customer, provided, however, thatthat nothing in this Section 7.6 shall prohibit (i) Seller from communicating in the normal course of business with Customers whom Seller maintains a loan or other credit relationship following the Closing and (ii) BCP from communicating in the normal course of business with Customers with respect to (1) banking or financial services activities outside of the United States and (2) remittance services pursuant to the Remittance Processing Agreement or otherwise. For a period of forty eight (48) months following the Closing Date, during neither Seller, Parent or BCP, nor any of their affiliates, shall establish or operate a branch office in New Jersey, New York or Massachusetts, except that (i) nothing in this section 7.6 shall limit or prohibit the Seller, Parent or BCP from providing investment banking services to its customers or Customers so long as such three year periodservices do not require BCP to establish or operate a branch office in New Jersey, New York or Massachusetts, (ii) Seller shall not engage be permitted to maintain a main office in any solicitation New Jersey until such time that Seller completes the liquidation process for national banks pursuant to the rules and regulations of financial services business by way the OCC, (iii) Seller or its Affiliates shall be permitted to maintain an office for the administration of advertisements specifically directed to or targeted at customers who hold Deposits (its business, including, without limitation, Moved Depositsthe collection of loans other than the Purchased Loans and (iv) or received Loans as in the event Purchaser does not operate any of the date of Branches in Massachusetts, BCP shall be permitted to open and maintain a representative office in Massachusetts. Notwithstanding the foregoing, the provisions in this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller Section 7.6(a) shall not subject apply to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations BCP or their respective successors or assigns if Seller or BCP is acquired in the same geographic area as the Branchesa merger, stock sale or asset sale transaction with a third-party. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers Customers through advertising nor transact its business in a way which would induce such customers Customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customersCustomers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers Customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such customers Customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three (3) years following 18 months after the Closing Date, Seller agrees that it will not use confidential information contained apply or otherwise seek to establish any de novo branch(es) in the geographic region(s) served by the Branch customer information files prior to Closing, or solicit financial services business, including deposits, loans and or other financial products. Except as set forth in business from or to persons or entities who were depositors or borrowers at the foregoing sentenceBranch on the date hereof by personal contact or by telephone, nothing in this Agreement shall be construed to at any time prohibit facsimile, mail or otherwise limit Seller other similar means of solicitation, or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage in any solicitation of financial services business by other way of advertisements specifically except for general solicitations which are not directed primarily to persons or targeted entities who were depositors at the Branch on the date hereof; provided that Seller may solicit customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of Closing Date have existing accounts or loans (other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, than credit card and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as investment product accounts after the Closing Date. Purchaser understands and acknowledges that ) originating at branches or other offices of Seller or its Affiliates will conduct banking operations other than the Branch pursuant to solicitations which arise from their status as a customer at such other branches or offices. Without limiting the generality of the foregoing, this provision shall prohibit the solicitation of any customer covered by the first sentence of this Section 7.5 through telemarketing activities conducted without the use of any customer information generated through such customer's prior relationship with Seller or any other personal contact with customers not instigated by employees of Seller; provided that Seller shall be deemed to comply with its obligations under this Section 7.5 so long as it acts in the same geographic area as the Branchesgood faith and takes commercially reasonable efforts to eliminate any such inappropriate solicitation. (ba) Prior to the Closing Date, Purchaser Buyer agrees that it will not attempt directly or indirectly to solicit Branch customers through advertising specifically referencing or targeted to such Branch customers nor transact its business in a way which would specifically induce such Branch customers to close any account and open accounts directly with Purchaser Buyer or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its AffiliatesSeller. Notwithstanding the foregoing sentence, Purchaser Buyer and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not primarily directed to or targeted at such Branch customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such Branch customers through other branch offices of PurchaserBuyer, (iii) respond to unsolicited inquiries by such Branch customers with respect to banking or other financial services, and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three a period of one (31) years year following the Closing Date, Seller agrees that it (i) will not use confidential information contained in Branch customer information files solicit deposits, sweep accounts or loans of the type sold to Purchaser pursuant to the P&A Transaction (but may solicit and provide other financial services businessservices, including depositsmutual fund purchases, investment advisory services, securities and brokerage services, custodial and trust services, capital markets services, or insurance products or other business) from or to persons or entities who were depositors or borrowers at the Branches on the Closing Date by personal contact, by telephone, by facsimile, by mail or other similar solicitation, or in any other way except for general solicitations, advertisements, marketing campaigns and other solicitations, including through internet and online banking channels, that are not directed specially to persons or entities who were depositors or borrowers of the Branches on the Closing Date, and (ii) will not transmit or otherwise make available to its Affiliates its records relating to customers of the Branches, and to the extent any of such Affiliates has in its possession such records as of the date hereof, none of such records shall be used in violation of this Section 7.6; provided, however, Seller and its Affiliates may solicit such customers who as of the Closing Date have existing accounts, loans or other relationships originating at branches or other offices of Seller or its Affiliates other than the Branches pursuant to solicitations which arise from their status as a customer at such other branch or offices and other financial productsare not targeted at the customers of the Branches. Except as set forth in Notwithstanding the foregoing sentence, nothing in this Agreement Seller and its Affiliates shall be construed permitted to at any time prohibit (i) respond to unsolicited inquiries by such Branch customers with respect to banking or otherwise limit Seller or any of its Affiliates from soliciting other financial services business, including deposits, loans and other financial products, provided, however, that, during such three year period, Seller shall not engage (ii) provide notices or communications relating to the transactions contemplated hereby in any solicitation of financial services business by way of advertisements specifically directed to or targeted at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans as of accordance with the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the Branchesprovisions hereof. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor or transact its business in a way which would induce such Branch customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed specially to or targeted at such Branch customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such Branch customers at or through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such Branch customers with respect to banking or other financial services, services and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

Solicitation of Accounts. (a) Until the Closing Date and for an additional three two (32) years following the Closing Date, Seller agrees that it Citizens, Republic Bank and their Affiliates will not use confidential information contained in Branch customer information files to solicit financial services business, including or target deposits, loans or other products and services from or to persons or entities who were depositors or borrowers at the Branches on the date hereof and as of the Closing Date, whether by personal contact, by telephone, by facsimile, by mail or other financial products. Except form of solicitation or communication, or in any other way except for general solicitations that are directed to the general public and not directed specially to persons or entities who were depositors or borrowers of the Branches on the date hereof and as set forth in of the foregoing sentence, nothing in this Agreement shall be construed to at any time prohibit or otherwise limit Seller or any of its Affiliates from soliciting financial services business, including deposits, loans and other financial products, Closing Date; provided, however, that, during Seller and its Affiliates may solicit depositors and borrowers who as of the Closing Date have existing accounts or loans originating at branches or other offices of Seller and its Affiliates other than Branches if such three year period, solicitations result from such depositors’ and borrowers’ customer relationships at such other branches or offices provided that such solicitations are consistent with solicitations of similarly situated customers of Seller and its Affiliates (but in no event shall not Seller engage in directed mail or facsimile solicitations with respect to such depositors and borrowers during the term of the restrictions set forth in this Section 7.6); and provided, further, that Seller and its Affiliates may solicit major or statewide depositors (such as, for example, a company with more than one location or the state government or any solicitation of financial services business by way of advertisements specifically directed to agency or targeted instrumentality thereof) who are not depositors or borrowers at customers who hold Deposits (including, without limitation, Moved Deposits) or received Loans Branches as of the date of this Agreement, except that customers who are retained by Seller following the Closing, by virtue of other deposit accounts, loans held at branches of Seller not subject to this P&A Transaction, home equity loans, home equity lines of credits (HELOCs) or other financing relationships may be so solicited by Seller and/or its Affiliates, and Purchaser hereby understands and acknowledges that Seller and/or its Affiliates will conduct such solicitations from and after the date of this Agreement as well as after the Closing Date. Purchaser understands and acknowledges that Seller or its Affiliates will conduct banking operations in the same geographic area as the Brancheshereof without restriction hereunder. (b) Prior to the Closing Date, Purchaser agrees that it will not attempt to solicit Branch customers through advertising nor or transact its business in a way which would induce such Branch customers to close any account and open accounts directly with Purchaser or would otherwise result in a transfer of all or a portion of an existing account from Seller Republic Bank to Purchaser or its Affiliates. Notwithstanding the foregoing sentence, Purchaser and its Affiliates shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customersBranch customers and not referencing the transactions contemplated hereby, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such Branch customers through other branch offices of Purchaser, (iii) respond to unsolicited inquiries by such Branch customers with respect to banking or other financial services, services and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.