Common use of Certain Transition Matters Clause in Contracts

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 surplus funds after all such vacation obligations have been so satisfied will be the property of the Company. (b) The Company, the Shareholders and the Company Shareholder Parties shall cooperate with the efforts of the Purchaser to negotiate and execute a definitive written agreement with Asurion, LLC to memorialize the services performed by the Purchaser for Asurion, LLC following the occurrence of the Closing.

Certain Transition Matters. (a) On or before Effective as of the Closing Date, the Company shall have taken such actions as are necessary and for the sole purpose of assisting Purchaser to have signatory rights with respect to the bank operating accounts effect an orderly transition of the BusinessFacilities thereafter, Seller hereby grants to Purchaser and the Acquired Subsidiaries the right to continue to operate and use the computer hardware and software indicated by footnote on Schedule 2.9 (such computer hardware and software, collectively, the "Transition Equipment") for a period of not to exceed ninety (90) days following the Closing Date in respect of the applicable Facility (the "Transition Term") (b) Purchaser shall pay to THCI or its Affiliates the fees and expenses payable by THCI or its Affiliates during the period of use by Purchaser and the Acquired Subsidiaries in respect of the Transition Equipment (the "Equipment Fees"). The Equipment Fees shall be payable promptly upon presentation by Seller to Purchaser of a statement therefore by wire transfer of immediately available funds to an account to be designated by THCI. Any costs and expenses associated with the operation of the Transition Equipment (in addition to the Equipment Fees), including any costs and expenses in respect of repairs or maintenance, shall be the sole responsibility of Purchaser and the Acquired Subsidiaries. (c) Purchaser may terminate its use of the Transition Equipment prior to the end of the Transition Term upon five (5) days written notice to THCI, whereupon Purchaser shall promptly pay to THCI any accrued but unpaid Equipment Fees. Upon termination of the Transition Term, Purchaser, at Purchaser's sole risk and expense, shall promptly cause the Transition Equipment to be removed from the Facilities and returned to THCI or its designee. (d) Seller shall have no obligation to provide any Transition Equipment under this Section 7.8 if the right provision of such Transition Equipment would render Seller in breach of any third party agreement, including any third party software agreement, provided that, at such time Seller and Purchaser shall work together in good faith to utilize arranxx xxx xxx provision of Transition Equipment through alternate means, any expenses associated with the provision of Transition Equipment through such accounts alternate means to be borne by Purchaser. (e) Seller shall have no liability to Purchaser for any Losses which Purchaser, any Acquired Subsidiary, or any parent, subsidiary, Affiliate, stockholder, partner, director, employee or agent of Purchaser or an Acquired Subsidiary, may at any time suffer or incur, or become subject to, as a result of or in connection with the purpose transactions contemplated by this Section 7.8. Purchaser acknowledges and agrees that Seller makes no representations or warranties of paying expenses any nature with respect to the Purchaser’s operation Transition Equipment, including any implied warranties, and, without limiting the generality of the Business following Closing (includingforegoing, but not limited to, payment Seller hereby disclaims all implied warranties of employee wages, salaries merchantability 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 fitness 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 surplus funds after all such vacation obligations have been so satisfied will be the property of the Companya particular purpose. (bf) The CompanyFollowing the Closing Date, the Shareholders at Purchaser's reasonable request, Seller shall use good faith efforts to assist Purchaser and the Company Shareholder Parties shall cooperate with Acquired Subsidiaries, at Purchaser's expense, to replace those services provided under the efforts of the Purchaser to negotiate and execute a definitive written agreement with Asurion, LLC to memorialize the services performed agreements indicated by the Purchaser for Asurion, LLC following the occurrence of the Closingfootnote on Schedule 2.9.

Certain Transition Matters. (a) On or before the Closing DateFor a period of thirty (30) days following Closing, the Company Sellers and Parent shall have taken such actions cooperate with the Buyer as are necessary for Buyer may reasonably request to effectuate the Purchaser delivery of the Acquired Assets as the Buyer may request. Further, each of the Sellers and Parent agree that it will not take any action that is designed or intended to have signatory rights the effect of discouraging any customer, supplier, licensor, lessor or other business associate from maintaining the same business relationships with respect to the bank operating accounts of Business or the Business, and for a period of ninety (90) days following Acquired Assets after the Closing the Purchaser shall have the right to utilize such accounts for the purpose of paying expenses as it maintained with respect to the Purchaser’s operation of Business or 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 Acquired Assets prior to the Purchaser’s operation of the Business following Closing. The Company Sellers and Parent shall cooperate with the reasonable requests of the Purchaser with respect promptly refer all customer inquiries relating to the use of such accounts. It is specifically understood and agreed that Business or the Purchaser shall be responsible for depositing into such account, or otherwise making available Acquired Assets to the Company, such funds as are necessary to pay Purchaser’s post-Closing operating expenses of the Business Buyer 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 after 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 surplus funds after all such vacation obligations have been so satisfied will be the property of the Company. (b) The CompanySellers and Parent each shall fully cooperate with the Buyer in developing and executing a detailed technology transition plan for the transition of each website and/or the pages thereof maintained or used in connection with the Business (the "WEBSITES/PAGES") to the Buyer, including, without limitation, permitting the Buyer and its representatives to access and examine the infrastructure and infrastructure-related systems relating to the operation and maintenance of the Websites/Pages, establishment of a forwarding service to migrate electronic mails received by Transferred Employees to accounts to be specified by the Buyer and assist the Buyer in transitioning such systems, networks, servers and other hardware and to migrate such data over to systems or locations controlled by the Buyer as promptly as practicable after the Effective Date. Until such time as the transition of the Websites/Pages has been satisfactorily completed, the Shareholders Sellers and the Company Shareholder Parties Parent shall cooperate with the efforts Buyer regarding the maintenance and operation of the Purchaser Websites/Pages, promptly deliver to negotiate the Buyer any and execute all personal information collected through the Websites/Pages and maintain the functionality of the systems, networks, servers and systems hardware included in the Acquired Assets or housing any Acquired Assets, including any data relating to the Business or included in the Acquired Assets as of the Effective Date. For a definitive written agreement period of eighteen (18) months following the date hereof, Parent shall post and maintain a link with Asurion, LLC respect to memorialize the services performed Business from its main website (xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and any successor thereto to a website address provided by the Purchaser Buyer. Sellers and Parent shall render all services pursuant to this Section 6.8(b) at no cost to the Buyer. Further, for Asurion, LLC a period of one (1) year following the occurrence Closing the Sellers and Parent shall maintain the electronic mail forwarding system referred to above. (c) Neither Parent nor any of the ClosingSellers, shall take any action to effect the dissolution or winding-up of any of the Sellers prior to July 1, 2003, nor shall any Seller file any voluntary petition in bankruptcy prior to July 1, 2003. Further, the Buyer and Alloy shall comply with their respective obligations under the BofA Line of Credit, as amended by the BofA Amendment, including, without limitation, the obligation to repay all amounts due thereunder as of the Effective Date.

Certain Transition Matters. (a) From the date of this Agreement until the Closing Date, BANC ONE KENTUCKY shall give or cause the Bank to give MATEWAN timely notice of all meetings of the Board of Directors and all major committees (including, without limitation, executive, loan, personnel, and audit committees) of the Bank; provided, however, that if in attendance, such MATEWAN representative shall excuse himself or herself when matters relating to MATEWAN or its subsidiaries are entertained or discussed. Prior to the Closing Date, BANC ONE KENTUCKY will promptly advise MATEWAN in writing of all actions taken by the directors of the Bank and will cause the Bank to furnish MATEWAN with copies of all financial information of the Bank as it becomes available and advise MATEWAN of all material developments concerning the business of the Bank. (b) On or before the Closing Date, the Company Bank shall have taken such actions as are necessary for the Purchaser pay to have signatory rights with respect to the bank operating accounts of the BusinessBANC ONE, BANC ONE KENTUCKY 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 their affiliates the amounts reserved or accrued for tax liabilities as contemplated by Section 3.12(a), 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 PurchaserBank for periods ended on or before the Closing Date and that remain unpaid by the Bank as of the Closing Date. (c) After the execution of this Agreement and prior to the Closing Date, BANC ONE and BANC ONE KENTUCKY will cause the Bank to cooperate, in a manner that is not unduly burdensome to the Bank's continuing operations, with MATEWAN to prepare for the conversion of the Bank's banking products and services to reflect the terms, conditions, pricing, and other attributes of banking products and services to be offered by the Purchaser Bank following the Acquisition. MATEWAN will be responsible for all costs and expenses of such conversion. (d) For a period of not less than seven years following the Closing Date, MATEWAN will cause the Bank to retain their books, accounts, records and files (including personnel files and employee health records) for periods ended on or prior to the Closing Date in accordance with MATEWAN's records retention policy in effect on the date hereof, and will make available to BANC ONE or its counsel and other representatives, at BANC ONE's expense, during normal business hours (i) such books, accounts, records and files (which may be copied by BANC ONE or its representatives) and (ii) the officers and employees of the Bank (and any successors thereto). (e) BANC ONE shall cause the name of the Bank to be changed effective upon the Closing Date to a lawful name designated by MATEWAN that is not confusingly similar to any name utilized by BANC ONE or BANC ONE KENTUCKY or any of their affiliates. MATEWAN shall bear and pay the costs of changing the name of the Bank on signage, stationery, customer checks, and any and all other materials bearing the current name of the Bank. From and after the Closing Date, the Bank shall not usehave any right, withdraw title or pay from such accounts interest in or to its present name or any funds which are attributable trademarks or service marks related to the Companynames BANC ONE or Bank One. At Following the Closing, MATEWAN shall cause the Bank to take any action reasonably requested by BANC ONE to implement the provisions of this Section 5.7. (f) Following the execution of this Agreement, BANC ONE KENTUCKY shall not less frequently than monthly until the Closing Date review all individual extensions of credit of $100,000 or more which have been approved or closed by the Bank in the preceding month or applicable shorter period to ensure that all such account loans have been or will be made pursuant to and consistent with BANC ONE policies and standards. Following such reviews, and from time to time at MATEWAN's reasonable request, BANC ONE KENTUCKY shall contain at least an advise MATEWAN of matters related to such new credits and to matters generally related to Bank's extensions of credit. (g) Prior to the Closing Date, BANC ONE and BANC ONE KENTUCKY shall cause the derivatives portfolio of the Bank to be transferred to another affiliate or other affiliates of BANC ONE or to be eliminated without any cost, liability or expense to the Bank, unless such cost, liability or expense is fully recognized upon the financial statements of the Bank prior to the Closing Date and MATEWAN is advised in writing of the amount of money equal such cost, liability or expense and consents to such elimination in its discretion. BANC ONE shall reimburse Bank for expenses and/or losses related to the sum instruments included in the derivatives portfolio from the date 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) this Agreement to the extent earlier of (i) the same relate date the derivatives portfolio is removed in its entirety from the Bank and (ii) the Closing Date. (h) On or prior to the Closing Date BANC ONE and BANC ONE KENTUCKY shall cause the Bank to transfer and pay over to BANC ONE all reserves and/or accruals set up or established by the Bank for the payment of all federal taxes for all periods prior to and through the Closing Date (other than taxes arising from or attributable to any election relating to the transactions contemplated hereby under Code Section 338 or under any similar or parallel provision of any applicable state, local or other law). BANC ONE shall assume all responsibility and obligation for federal taxes due and owing by the Bank for all periods prior to and including October 31, 2012. For the avoidance of doubt, it is Closing Date and following the intention of Closing neither MATEWAN nor the Parties that such amounts attributable Bank will have liability for any federal taxes or penalties for periods on or prior to accrued vacation shall be treated as follows: the Closing Date. (i) vacation accruals relating to periods On or prior to January 1the Closing Date, 2011 shall be paid BANC ONE will pay to Bank a sum equal to the applicable employees from such amounts balance (currently approximately $335,000) of the Bank's prepaid pension account, general ledger account number 265168, as set forth on the Books of the Bank 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 time of such vacation or are required to be paid therefor, but in no event later than December 31, 2013, at which time any surplus funds after all such vacation obligations have been so satisfied will be the property of the Companypayment. (b) The Company, the Shareholders and the Company Shareholder Parties shall cooperate with the efforts of the Purchaser to negotiate and execute a definitive written agreement with Asurion, LLC to memorialize the services performed by the Purchaser for Asurion, LLC following the occurrence of the Closing.