Common use of ATM/Debit Cards; POS Cards Clause in Contracts

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five (45) Business Days after the date of this Agreement. 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. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will use its commercially reasonable efforts to provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than twenty-one (21) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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 and Purchaser shall discuss in good faith the option of having Seller transfer customers’ PINs to Purchaser at Closing. In the context of such discussions, Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used as reasonably necessary to generate effectuate any such transfer, it being agreed that Purchaser shall protect the confidentiality of such PINs in accordance with protocols Purchaser uses to protect its customers’ PINs. Following 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) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of on or before 3:00 p.m. Pittsfield time p.m., Eastern Time, on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time p.m., Eastern time, on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser Buyer with a list of ATM access/debit cards and Point-of-Sale (“POS”) cards issued by Seller to depositors of any DepositsDeposit Liabilities, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable reasonably possible and in no event later than forty-five (45) Business Days 30 days after the date of this Agreement. At or promptly after the Closing, Seller will provide Purchaser Buyer with a revised record through the Closing. In instances where a depositor of a Deposit Liability 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 re-credited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser Buyer 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 Buyer for any claims or losses Losses that Purchaser Buyer 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. Purchaser Buyer shall reissue ATM access/debit cards to depositors of any Deposits Deposit Liabilities not earlier than forty-five (45) Business Days 45 days nor later than fifteen (15) Business Days 15 days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser Buyer and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser Buyer with a list of ATM access/debit cards and Point-of-Sale (“POS”) cards issued by Seller to depositors of any DepositsDeposit Liabilities, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable and in no event later than forty-five thirty (4530) Business Days calendar days after the date of this Agreement. At or promptly after the Closing, Seller will provide Purchaser Buyer with a revised record through the Closing. In instances where a depositor of a Deposit Liability 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 Buyer 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 Buyer for any claims or losses Losses that Purchaser Buyer may incur as a result of complying with such request from Seller. Seller will shall not be required to disclose to Purchaser Buyer customers’ PINs or algorithms or logic used to generate PINs. Purchaser Buyer shall reissue ATM access/debit cards to depositors of any Deposits Deposit Liabilities not earlier than forty-five (45) Business Days calendar days nor later than fifteen (15) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser Buyer and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five (45) Business Days after the date of this Agreement. 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. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days nor later than fifteen ten (1510) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 11:59 p.m. Pittsfield New Jersey time on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 11:59 p.m. Pittsfield New Jersey time on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will use its commercially reasonable efforts to provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than twenty-one (21) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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 and Purchaser shall discuss in good faith the option of having Seller transfer customers’ PINs to Purchaser at Closing. In the context of such discussions, Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used as reasonably necessary to generate effectuate any such transfer, it being agreed that Purchaser shall protect the confidentiality of such PINs in accordance with protocols Purchaser uses to protect its customers’ PINs. Following 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) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of on or before 3:00 p.m. Pittsfield time p.m., New York City time, on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time p.m., New York City time, on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will use its commercially reasonable efforts to provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than twenty-one (21) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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 and Purchaser shall discuss in good faith the method by which customers’ PINs are resolved. In the context of such discussions, Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used as reasonably necessary to generate effectuate any such transfer, it being agreed that Purchaser shall protect the confidentiality of such PINs in accordance with protocols Purchaser uses to protect its customers’ PINs. Following 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) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of on or before 3:00 p.m. Pittsfield time p.m., Eastern Time, on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time p.m., Eastern Time, on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than twenty-one (21) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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 reimburse Purchaser for any claims claims, losses or losses expenses that Purchaser may incur as a result of complying with such request from Seller. Seller and Purchaser shall discuss in good faith the option of having Seller transfer customers’ PINs to Purchaser at Closing. In the context of such discussions, Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used as reasonably necessary to generate effectuate any such transfer, it being agreed that Purchaser shall protect the confidentiality of such PINs in accordance with protocols Purchaser uses to protect its customers’ PINs. Following 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) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of on or before 3:00 p.m. Pittsfield time p.m., New York City time, on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time p.m., New York City time, on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five thirty (4530) Business Days calendar days after the date of this Agreement. 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 shall not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days calendar days nor later than fifteen (15) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on the Closing Date, but processed after the Closing Date, as soon as practicablepracticable following the processing thereof. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will use its commercially reasonable efforts to provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than twenty-one (21) calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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 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) Business Days nor later than fifteen ten (1510) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on or before 5:00 p.m., Eastern Time, on the day immediately following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time 5:00 p.m., Eastern Time, on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five thirty (4530) Business Days calendar days after the date of this Agreement. 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 shall not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days calendar days nor later than fifteen (15) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on the Closing Date, but processed after the Closing Date, as soon as practicablepracticable following the processing thereof. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction AccountsAccounts (so long as sufficient funds are available in the applicable Transaction Account).

ATM/Debit Cards; POS Cards. Seller will use its reasonable best efforts to provide Purchaser with a list of ATM access/and debit cards and Point-of-Sale (“POS”) 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, as soon as practicable no later than thirty (30) calendar days after the date of this Agreement, and in no event later than forty-five (45) Business Days 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. In the event of any dispute with or inquiry by any depositor of Deposits that relates to the servicing of such account by Seller prior to the Closing Date, Seller shall, if reasonably requested by Purchaser, promptly provide Purchaser information regarding such Deposit and copies of all reasonably pertinent documents or instruments with respect to such dispute or inquiry not previously provided by Seller to Purchaser. 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) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS Point-of-Sale (“POS”) transactions effected on or before 3:00 p.m. Pittsfield time on 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 Purchaser and Seller, Purchaser assumes responsibility for and agrees to pay on presentation all POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction AccountsAccounts subject to predetermined stand-in limits for post-Closing transactions approved by Purchaser.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five fifteen (4515) Business Days calendar days after the date of this AgreementAgreement and Seller will provide Purchaser with an updated record not later than July 31, 2009. 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 shall not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days August 14, 2009, nor later than fifteen (15) Business Days prior to the Closing DateAugust 28, 2009, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser Buyer with a list of ATM access/debit cards and Point-of-Sale (“POS”) cards issued by Seller to depositors of any DepositsDeposit Liabilities, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable and in no event later than forty-five fourteen (4514) Business Days calendar days after the date of this Agreement. At or promptly after the Closing, Seller will provide Purchaser Buyer with a revised record through the Closing. In instances where a depositor of a Deposit Liability 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 re-credited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser Buyer 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 Buyer for any claims or losses Losses that Purchaser Buyer may incur as a result of complying with such request from Seller. Seller will shall not be required to disclose to Purchaser Buyer customers’ PINs or algorithms or logic used to generate PINs. Purchaser Buyer shall reissue ATM access/debit cards to depositors of any Deposits Deposit Liabilities not earlier than forty-five (45) Business Days calendar days nor later than fifteen seven (157) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser Buyer and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will use its reasonable best efforts to provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than thirty (30) calendar days after the date of this Agreement, and Seller will provide Purchaser with a mutually agreed-upon updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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. In the event of any dispute with or inquiry by any depositor of Deposits that relates to the servicing of such account by Seller prior to the Closing Date, Seller shall, if reasonably requested by Purchaser, promptly provide Purchaser information regarding such Deposit and copies of all reasonably pertinent documents or instruments with respect to such dispute or inquiry not previously provided by Seller to Purchaser. 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) Business Days calendar days nor later than fifteen (15) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 Purchaser and Seller, Purchaser assumes responsibility for and agrees to pay on presentation all POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction AccountsAccounts subject to predetermined stand-in limits for post-Closing transactions approved by Purchaser.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five (45) Business Days after the date of this Agreement. 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. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield Pittsburgh time on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield Pittsburgh time on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Subject to the availability of Seller’s data processing vendor, Seller will provide Purchaser Buyer with a list of ATM access/debit cards and Point-of-Sale (“"POS”") cards issued by Seller to depositors of any DepositsDeposit Liabilities, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable and in no event later than forty-five (45) Business Days 30 calendar days after the date of this Agreement. At or promptly after the Closing, Seller will provide Purchaser Buyer with a revised record through the Closing. In instances where a depositor of a Deposit Liability 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 Buyer 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 Buyer for any claims or losses Losses that Purchaser Buyer 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. Purchaser Buyer shall reissue ATM access/debit cards to depositors of any Deposits Deposit Liabilities not earlier than forty-five (45) Business Days 45 calendar days nor later than fifteen (15) Business Days 15 calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser Buyer and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser Buyer with a list of ATM access/debit cards and Point-of-Sale (“POS”) cards issued by Seller to depositors of any DepositsDeposit Liabilities, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable and in therefore no event later than forty-five twenty one (4521) Business Days calendar days after the date of this Agreement, and Seller will provide Buyer with an updated record thirty (30) calendar days prior to the Closing Date. At or promptly after the Closing, Seller will provide Purchaser Buyer with a revised record through the Closing. In instances where a depositor of a Deposit Liability 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 re-credited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser Buyer 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 reimburse Buyer for any claims or losses Losses that Purchaser Buyer may incur as a result of complying with such request from Seller. Seller and Buyer shall discuss in good faith the option if having Seller transfer PINs to Buyer at Closing. In the context of such discussions, Seller will not be required to disclose to Purchaser Buyer customers’ OPINs as reasonably necessary to effectuate any such transfer, it being agreed that Buyer shall protect the confidentiality of such PINs or algorithms or logic used in accordance with protocols Buyer uses to generate protect its customers’ PINs. Purchaser Following receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Buyer shall reissue ATM access/debit cards to depositors of any Deposits Deposit Liabilities not earlier than forty-five (45) Business Days nor later than fifteen (15) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser Buyer and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than forty-five (45) Business Days calendar days after the date of this AgreementAgreement and Seller will provide Purchaser with an updated record forty-five (45) calendar days prior to the Closing Date. 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. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days calendar days nor later than fifteen (15) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time Pittsburgh Time on the Closing Date. Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) 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, as soon as practicable and in no event later than fifteen (15) calendar days after the date of this Agreement and Seller will provide Purchaser with an updated record forty-five (45) Business Days after calendar days prior to the date of this AgreementClosing Date. 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 SellerRepublic Bank, 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 Republic Bank to debit such account in a stated amount and remit such amount to SellerRepublic Bank, 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 SellerRepublic Bank. Seller will shall not be required to disclose to Purchaser customers’ PINs or algorithms or logic used to generate PINs. Purchaser shall reissue ATM access/debit cards to depositors of any Deposits not earlier than forty-five (45) Business Days calendar days nor later than fifteen five (155) Business Days calendar days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on the day following the Closing Date. Purchaser and Seller Republic Bank agree to settle any and all ATM transactions and POS transactions effected on or before 3:00 p.m. Pittsfield time on 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 POS transactions initiated before or after practicable following the Closing with POS cards issued by Seller to access Transaction Accountsprocessing thereof.

ATM/Debit Cards; POS Cards. Seller will provide Purchaser with a list of ATM access/debit cards and Point-of-Sale (“POS”) cards issued by Seller to depositors of any Assumed Deposits, and a record thereof in a format reasonably agreed to by the parties containing all addresses therefor, as soon as practicable and in no event later than forty-five (45) Business Days calendar days after the date of this Agreement, and Seller will provide Purchaser with an updated record forty-five (45) calendar days prior to the Closing Date. 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 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 reimburse Purchaser for any claims claims, losses or losses expenses that Purchaser may incur as a result of complying with such request from Seller. Seller and Purchaser shall discuss in good faith the option of having Seller transfer customers’ PINs to Purchaser at Closing. In the context of such discussions, Seller will not be required to disclose to Purchaser customers’ PINs or algorithms or logic used as reasonably necessary to generate effectuate any such transfer, it being agreed that Purchaser shall protect the confidentiality of such PINs in accordance with protocols Purchaser uses to protect its customers’ PINs. Following receipt of all Regulatory Approvals (except for the expiration of statutory waiting periods), Purchaser shall reissue ATM access/debit cards to depositors of any Assumed Deposits not earlier than forty-five fifteen (4515) Business Days nor later than fifteen ten (1510) Business Days prior to the Closing Date, which cards shall be effective as of 3:00 p.m. Pittsfield time on or after 8:00 a.m. on the Closing Date. second day following closing, Montana Time, Purchaser and Seller agree to settle any and all ATM transactions and POS transactions effected on initiated, authorized, or before 3:00 p.m. Pittsfield time on settled prior to card termination by Seller at midnight following the Closing Datesecond day past Closing, Montana Time, but processed after the Closing Date, as soon as practicable. In addition, Purchaser assumes responsibility for and agrees to pay on presentation all POS transactions initiated before or after the Closing with POS cards issued by Seller to access Transaction Accounts.