Common use of ATM and Debit Cards Clause in Contracts

ATM and Debit Cards. Seller will use its reasonable best efforts to provide Purchaser with a list of ATM and debit cards issued by Seller to depositors of any Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, no later than thirty (30) calendar days after the date of this Agreement, and in no event later than forty-five (45) days after the date of this Agreement, and Seller will provide Purchaser with an updated record from time to time prior to the Closing along with other conversion sample files. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a Deposit made an assertion of error regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller, to the extent of the balance of funds available in the accounts. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) calendar days nor later than twenty (20) calendar days prior to the Closing Date, which cards shall be effective as of the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and Debit card transactions effected on or before the Closing Date, but processed after the Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all Debit card transactions initiated before or after the Closing with Debit cards issued by Seller to access Transaction Accounts.

ATM and Debit Cards. As soon as reasonably practicable after the Agreement Date, Seller will shall use its commercially reasonable best efforts to provide Purchaser with provide, a list of file format or file layout, and as soon as reasonably practicable before the Closing Date, a current file format, containing customer name, card number, withdrawal limits, the Deposit Accounts activated by, accessible to or committed to such cards, and issue dates and/or open dates as to all ATM and debit cards issued by Seller to depositors of any Depositsthe Target Branches. Seller shall cause its ATM processor to deactivate the operation of Seller’s ATM and debit cards completely, or to deactivate or disconnect the Deposit Accounts from Seller’s ATM and a record thereof in a format reasonably agreed to by the parties containing all addresses therefordebit cards, no later than thirty (30) calendar days after the date close of this Agreement, and in no event later than forty-five (45) days after business on the date of this Agreement, and Seller will provide Purchaser with an updated record from time to time prior to the Closing along with other conversion sample files. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a Deposit made an assertion of error regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller, to the extent of the balance of funds available in the accounts. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) calendar days nor later than twenty (20) calendar days Business Day immediately prior to the Closing Date, which such that all activity generated by Seller’s ATM and debit cards shall be effective as of the day following have settled prior to the Closing Date. Purchaser and Seller agree to settle any and all ATM All transactions and Debit card activity related to Seller’s ATM and debit cards, including charge-backs and re-presentments, after the Closing Date that are received or forwarded to Seller will be accepted and forwarded by Seller to Buyer, along with all corresponding funds. Seller thereafter agrees to immediately notify its processor to deactivate such ATM and debit cards and to forward all transactions effected related thereto directly to Buyer. Seller agrees to deactivate the Purchased ATMs on or before the close of business on the Business Day immediately prior to the Closing Date. Thereafter, but processed Buyer shall reconfigure the Purchased ATMs to its standards for activation as of the Closing Date. Seller and Bxxxx agree to cooperate with each other to assure that all transactions (including liabilities) originated through the Purchased ATMs, or originated with the Seller’s ATM cards, prior to or on the Closing Date shall be for the account of Seller and all transactions originated after the Closing Date, Date shall be for the account of Buyer. A post-Closing adjustment shall be made in the manner set forth in Section 3.5 to reflect all such transactions that cannot be reasonably calculated as soon as practicableof the Closing. In addition, Purchaser assumes The costs and expenses for all materials and services provided pursuant to this Section 9.3 shall be the sole responsibility for and agrees to pay on presentation all Debit card transactions initiated before or after the Closing with Debit cards issued by Seller to access Transaction Accountsof Buyer.

ATM and Debit Cards. Seller will use its reasonable best efforts to provide Purchaser with a list of ATM ------------------- access cards and debit cards issued by Seller to depositors of any DepositsAssumed Deposits or holders of Retail Repos and to borrowers under any of the Loans or New Loans, and a record thereof data file in a format reasonably agreed to by the parties containing all addresses therefor, no later than thirty (30) calendar days as soon as practicable after the execution of this Agreement. Delivery of the first production file shall be as soon as practicable after the date of this Agreement, with up to three updated files to be delivered by Seller at such time as Purchaser shall request, provided that the last of such files should be updated through the Closing Date and in no event delivered not later than forty-five (45) days the first business day after the date of this Agreement, and Seller will provide Purchaser with an updated record from time to time prior to the Closing along with other conversion sample files. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a an Assumed Deposit made an assertion of error regarding an account Account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation ERegulation+E, and Seller, prior to the Closing, recredited the disputed amount to the relevant such account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller received within 30 days after the Closing Date, to debit such account in a stated amount and remit such amount to Seller, less the amount of Purchase Premium attributable thereto, to the extent of the balance of funds available in the accountsrelevant Account or Accounts. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. Seller will not be required to disclose to Purchaser customers’ ' PINs or algorithms or logic used to generate PINs. Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/access cards and debit cards to depositors of any Assumed Deposits not earlier than forty-five (45) calendar days nor later than twenty (20) calendar days prior to or Retail Repos at the Closing Date, which cards shall be effective as date of the day following the Closing Datesystems conversion. Purchaser and Seller agree agrees to settle any and all ATM transactions and Debit debit card transactions effected on or before for all periods through the Closing Date, but processed after the Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all Debit card transactions initiated before or within 10 Business Days after the Closing with Debit cards issued by Date. Purchaser and Seller agree to access Transaction Accountsremit the total net balance of such transactions to Seller or Purchaser, as the case may be, on the same date the transactions are settled.

ATM and Debit Cards. Seller will use its reasonable best efforts to provide Purchaser with a list of ATM and debit cards issued by Seller to depositors of any Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, no later than thirty (30) calendar days after the date of this Agreement, and in no event later than forty-five (45) days after the date of this Agreement, and Seller will provide Purchaser with an updated record from time to time prior to the Closing along with other conversion sample files. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a Deposit made an assertion of error regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller, to the extent of the balance of funds available in the accounts. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) calendar days nor later than twenty five (205) calendar days prior to the Closing Date, which cards shall be effective as of the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and Debit card transactions effected on or before the Closing Date, but processed after the Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all Debit card transactions initiated before or after the Closing with Debit cards issued by Seller to access Transaction Accounts.

ATM and Debit Cards. (a) Seller will use its reasonable best efforts to provide Purchaser with a list of ATM and debit cards issued by Seller to depositors of any Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, no later than thirty (30) calendar days after the date of this Agreement, and in Seller will provide Purchaser with updated records relating to new or replacement ATM and debit cards issued no event later than forty-five (45) days after the date of this Agreement, and Seller will provide Purchaser with an updated record from time to time prior to the Closing and weekly thereafter along with other conversion sample files. At or promptly after the Closing, Seller will provide Purchaser with a revised record through the Closing. In instances where a depositor of a Deposit made an assertion of error regarding an account pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller, to the extent of the balance of funds available in the accounts. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller. Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Following the receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) calendar days nor later than twenty (20) calendar days prior to the Closing Date, which cards shall be effective as of the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and Debit card transactions effected on or before the Closing Date, but processed after the Closing Date, as soon as practicable. In addition, for the period of time to be mutually agreed upon by the Purchaser and Seller, Purchaser assumes responsibility for and agrees to pay on presentation all Debit card transactions initiated before or after the Closing with Debit cards issued by Seller to access Transaction Accounts. (b) Seller acknowledges that Purchaser will not maintain Seller’s “Keep the Change Savings Service” or related programs in connection with re-issued debit cards, effective as of the Closing Date. Seller shall be responsible for settlement of all obligations owed to Seller’s customers on account of such service or related programs up to and including the Closing Date.