Certain Transition Matters. (a) On or before the Closing Date, the Company shall have taken such actions as are necessary for the Purchaser to have signatory rights with respect to the bank operating accounts of the Business, and for a period of ninety (90) days following the Closing the Purchaser shall have the right to utilize such accounts for the purpose of paying expenses with respect to the Purchaser’s operation of the Business following Closing (including, but not limited to, payment of employee wages, salaries and benefits) and collection of accounts receivable and other amounts with respect to the Purchaser’s operation of the Business following Closing. The Company shall cooperate with the reasonable requests of the Purchaser with respect to the use of such accounts. It is specifically understood and agreed that the Purchaser shall be responsible for depositing into such account, or otherwise making available to the Company, such funds as are necessary to pay Purchaser’s post-Closing operating expenses of the Business from such accounts during the aforementioned transition period. The Company and the Purchaser shall maintain books and records to reflect the amounts that each of such Parties has under deposit in such accounts, together with records of the disbursements therefrom by each such Party. The Company shall not use, withdraw or pay from such accounts any funds which are attributable to the Purchaser, and the Purchaser shall not use, withdraw or pay from such accounts any funds which are attributable to the Company. At the Closing, such account shall contain at least an amount of money equal to the sum of the Cash Amount plus all accruals for payroll and vacation (relating both to current and prior periods and including any such vacation accruals that may be in excess of the Company’s current policies) to the extent the same relate to periods prior to and including October 31, 2012. For the avoidance of doubt, it is the intention of the Parties that such amounts attributable to accrued vacation shall be treated as follows: (i) vacation accruals relating to periods prior to January 1, 2011 shall be paid to the applicable employees from such amounts at the next regularly scheduled payroll following the Closing; (ii) vacation accruals relating to periods on and after January 1, 2011 shall be paid in the ordinary course as the applicable employees utilize such vacation or are required to be paid therefor, but in no event later than December 31, 2013, at which time any sur...
Certain Transition Matters. (a) Commencing following the date hereof, PNC and the Company shall cooperate and take all actions reasonably necessary to facilitate the integration of their respective businesses and operating systems, effective as of the Closing Date, including by causing their respective employees and officers, and their respective outside vendors and contractors, to provide support and to assist in performing all tasks, including equipment installation, reasonably required to result in a successful integration and conversion at the Closing.
(b) PNC and the Company shall consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby, and shall take such charges as PNC shall reasonably request; provided, however, that the Company shall not be obligated to take any such charges pursuant to this Section 5.16(b) unless and until (i) PNC irrevocably acknowledges to the Company in writing that all conditions to its obligation to consummate the Merger have been satisfied; and (ii) PNC irrevocably waives in writing any and all rights that it may have to terminate this Plan and the Company has obtained the approval of this Plan from its stockholders. The Company shall consult and cooperate with PNC in connection with the development, enhancement and performance of the Company’s system of internal control over financial reporting.
(c) Prior to the Effective Time, the Company shall (i) continue to use all reasonable efforts to comply with the terms of all agreements with, commitments to or orders of any Governmental Entity, including any related action plan, in accordance with their terms, and (ii) continue to work with the independent consultant retained by the Company in connection with Section 1 of the May 14, 2004 Cease and Desist Order with the Board of Governors (the “Independent Consultant”), and shall provide the Independent Consultant with such authority, and with such access to and cooperation of the Company and its personnel, necessary to allow the Independent Consultant to oversee the efforts of the Company addressed in clause (i) of this sentence. In addition, the Company agrees that it shall use all reasonable efforts to cause the Company Bank to complete, prior to the earlier of December 31, 2004 and the anticipated Closing Date, the review contemplated by Section 1(d) of Article II of the May 13, 2004 consent order with the OCC to the satisfaction of the OCC. The...
Certain Transition Matters. (a) Commencing following the date hereof, PNC and the Company shall cooperate and take all actions reasonably necessary to facilitate the integration of their respective businesses and operating systems, effective as of the Closing Date, including by causing their respective employees and officers, and their respective outside vendors and contractors, to provide support and to assist in performing all tasks, including equipment installation, reasonably required to result in a successful integration and conversion at the Closing.
Certain Transition Matters. Schedule A to the Transition Services Agreement shall be amended and restated as set forth in the attached Exhibit B.
Certain Transition Matters. 28 (a) COLLECTION OF ACCOUNTS RECEIVABLE.....................................................28 (b) ENDORSEMENT OF CHECKS.................................................................28
Certain Transition Matters. The Parties agree to take such actions as are specified on Schedule 9.11.
Certain Transition Matters. 44 ARTICLE VII INDEMNIFICATION.......................................................................... 45
Certain Transition Matters. 31 13.1. Hiring of Employees..............................31 13.2. COBRA............................................31
Certain Transition Matters. The Seller will not take any action that is intended or has the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Company or the Purchaser from and after the Closing.
Certain Transition Matters. You expressly agree to cooperate with the Company in transferring all information on business matters handled by you during your engagement as Chief Executive Officer of the Company. You further warrant to the Company that you have not incurred and will not incur any unauthorized credit card charges or other liabilities of any nature for which the Company may be liable. It is expressly understood and agreed that you will be reimbursed for all charges incurred by you on behalf of the Company in the ordinary course of business through the date of termination of your employment, but not thereafter.
