Cooperation on Conversion of Systems. Seller agrees to use its commercially reasonable efforts to assist in an orderly transfer of information, processes, systems and data to Buyer and to otherwise assist Buyer in facilitating the conversion of all of Seller’s systems into or to conform with, Buyer’s systems to the extent reasonably requested by Buyer, including, without limitation, the termination of any Contracts, effective on or following the Closing Date.
Cooperation on Conversion of Systems. HopFed agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its reasonable best efforts to ensure an orderly transfer of information, processes, systems, and data to First Financial and to otherwise assist First Financial in facilitating the conversion of all of HopFed’s systems into, or to conform with, First Financial’s systems (including cooperating with First Financial in the training of HopFed’s and its Subsidiaries’ employees on First Financial’s systems), so that, as of the Closing, the systems of HopFed are readily convertible to First Financial’s systems to the fullest extent possible without actually converting them prior to the Closing. HopFed and First Financial shall meet on a regular basis to discuss and plan for the conversion of HopFed’s data processing and related electronic informational systems to those used by First Financial, which planning shall include, without limitation: (i) discussion of possible termination by HopFed of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by HopFed in connection with its systems operations; and (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services.
Cooperation on Conversion of Systems. LPB agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its commercially reasonable best efforts to ensure an orderly transfer of information, processes, systems and data to Horizon and to otherwise assist Horizon in facilitating the conversion of all of LPB’s systems into, or to conform with, Horizon’s systems (including cooperating with Horizon in the training of LPB’s and its Subsidiaries’ employees on Horizon’s systems), so that, as of the Closing, the systems of LPB are readily convertible to Horizon’s systems to the fullest extent possible without actually converting them prior to the Closing. LPB and Horizon shall meet on a regular basis to discuss and plan for the conversion of LPB’s data processing and related electronic informational systems to those used by Horizon, which planning shall include, without limitation: (i) discussion of possible termination by LPB of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by LPB in connection with its systems operations; and (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services.
Cooperation on Conversion of Systems. WBKC agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its reasonable best efforts to ensure an orderly transfer of information, processes, systems, and data to Horizon and to otherwise assist Horizon in facilitating the conversion of all of WBKC’s systems into, or to conform with, Horizon’s systems (including cooperating with Horizon in the training of WBKC’s and its Subsidiaries’ employees on Horizon’s systems), so that, as of the Closing, the systems of WBKC are readily convertible to Horizon’s systems to the fullest extent possible without actually converting them prior to the Closing. WBKC and Horizon shall meet on a regular basis to discuss and plan for the conversion of WBKC’s data processing and related electronic informational systems to those used by Horizon, which planning shall include, without limitation: (i) discussion of possible termination by WBKC of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by WBKC in connection with its systems operations; and (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services. In the event that WBKC takes, at the request of Horizon, any action relative to third parties to facilitate the conversion that results in the imposition of any fees, expenses or charges, Horizon Bank shall pay any such fees, expenses and charges directly to such third parties.
Cooperation on Conversion of Systems. AJSB agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its commercially reasonable best efforts to ensure an orderly transfer of information, processes, systems, and data to NWIN and to otherwise assist NWIN in facilitating the conversion of all of AJSB’s systems into, or to conform with, NWIN’s systems (including cooperating with NWIN in the training of AJSB’s and its Subsidiaries’ employees on NWIN’s systems), so that, as of the Closing, the systems of AJSB are readily convertible to NWIN’s systems to the fullest extent possible without actually converting them prior to the Closing. AJSB and NWIN shall meet on a regular basis to discuss and plan for the conversion of AJSB’s data processing and related electronic informational systems to those used by NWIN, which planning shall include, without limitation: (i) discussion of possible termination by AJSB of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by AJSB in connection with its systems operations; and AGREEMENT AND PLAN OF MERGER PAGE 55 (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services. In the event that AJSB takes, at the request of NWIN, any action relative to third parties to facilitate the conversion that results in the imposition of any fees, expenses or charges, Peoples Bank shall pay any such fees, expenses and charges directly to such third parties.
Cooperation on Conversion of Systems. Alliance agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its best efforts to ensure an orderly transfer of information, processes, systems and data to Horizon and to otherwise assist Horizon in facilitating the conversion of all of Alliance's systems into, or to conform with, Horizon's systems; so that, as of the Effective Time, the systems of Alliance are readily convertible to Horizon's systems to the fullest extent possible without actually converting them prior to the Effective Time. The parties acknowledge that such conversion shall not actually occur until after the Effective Time.
Cooperation on Conversion of Systems. At Buyer’s sole expense, Seller agrees to commence immediately using its commercially reasonable efforts to ensure an orderly transfer of information, processes, systems and data to Buyer and to otherwise assist Buyer in facilitating the conversion of all of Seller’s systems into or to conform with, Buyer’s systems so that, as of the Closing, the systems of Seller are readily convertible to Buyer’s systems to the fullest extent possible without actually converting them prior to Closing, provided, however, Seller shall not be required to take any actions that would interfere with or prevent the performance of the normal business operations of Seller in any material respects, or violate applicable law or policy.
Cooperation on Conversion of Systems. FSB agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its commercially reasonable efforts to ensure an orderly transfer of information, processes, systems, and data to THSB and to otherwise assist THSB in facilitating the conversion of all of FSB’s systems into, or to conform with, THSB’s systems (including cooperating with THSB in the training of FSB’s employees on THSB’s systems), so that, as of the Closing, the systems of FSB are readily convertible to THSB’s systems to the fullest extent possible without actually converting them prior to the Closing. At its own discretion, THSB will convert FSB’s systems to THSB’s systems following the Closing. FSB and THSB shall meet on a regular basis to discuss and plan for the conversion of FSB’s data processing and related electronic informational systems to those used by THSB, which planning shall include, without limitation: (i) discussion of possible termination by FSB of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by FSB in connection with its systems operations; and (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services. Installation/Conversion of Equipment. Prior to the Effective Time, at times mutually agreeable to THSB and FSB, THSB may, at THSB’s sole expense, install teller equipment, platform equipment, security equipment, and computers at the FSB offices, branches, and ATM locations, and FSB shall cooperate with THSB in connection with such installation; provided, however, that such installations shall not interfere with the normal business activities and operations of FSB or require material alterations to FSB’s facilities. Termination of Contracts. FSB shall cooperate with THSB to determine which contracts, agreements, or arrangements will not be retained by THSB and will be terminated (collectively, the “Terminated Contracts”). FSB shall promptly give notice and take all other appropriate and commercially reasonable actions to terminate the Terminated Contracts and to determine any and all termination costs, including without limitation, early termination fees, penalties, and recaptures of discounts. Accuracy of Information Provided to THSB. FSB agrees that the information concerning FSB that is provided or...
Cooperation on Conversion of Systems. First Century agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its commercially reasonable efforts to ensure an orderly transfer of information, processes, systems, and data to First Internet and to otherwise assist First Internet in facilitating the conversion of all of First Century’s systems into, or to conform with, First Internet’s systems (including cooperating with First Internet in the training of First Century’s and its Subsidiaries’ employees on First Internet’s systems), so that, as of the Closing, the systems of First Century are readily convertible to First Internet’s systems to the fullest extent possible without actually converting them prior to the Closing. First Century and First Internet shall meet on a regular basis to discuss and plan for the conversion of First Century’s data processing and related electronic informational systems to those used by First Internet, which planning shall include, without limitation: (i) discussion of possible termination by First Century of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by First Century in connection with its systems operations; and (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services.
Cooperation on Conversion of Systems. First Personal agrees to commence immediately after the date of this Agreement (and continue until Closing or completed) using its commercially reasonable efforts to ensure an orderly transfer of information, processes, systems, and data to NWIN and to otherwise assist NWIN in facilitating the conversion of all of First Personal’s systems into, or to conform with, NWIN’s systems (including cooperating with NWIN in the training of First Personal’s and its Subsidiaries’ employees on NWIN’s systems), so that, as of the Closing, the systems of First Personal are readily convertible to NWIN’s systems to the fullest extent possible without actually converting them prior to the Closing. First Personal and NWIN shall meet on a regular basis to discuss and plan for the conversion of First Personal’s data processing and related electronic informational systems to those used by NWIN, which planning shall include, without limitation: (i) discussion of possible termination by First Personal of third-party service provider arrangements effective at or following the Effective Time; (ii) non-renewal of personal property leases and software licenses used by First Personal in connection with its systems operations; and (iii) retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services. AGREEMENT AND PLAN OF MERGER PAGE 48
