Data and Item Processing Agreements. Schedule 6.9 sets forth each data or item processing contract of the Company or any Acquired Subsidiary that will be in force on the Closing Date. The Company agrees to consult with Acquiror prior to the entry by it or an Acquired Subsidiary (by either action or inaction) into any new, or any extension of any existing, data or item processing agreements. The Company agrees to coordinate with Acquiror in connection with the negotiation of any new or extension of any existing data or item processing agreement of either the Company or an Acquired Subsidiary with the purpose of achieving the best possible economic and business result in light of the Contemplated Transactions, and the Company further agrees to use its Best Efforts to reduce, to the extent possible, the aggregate amount of any cancellation fees resulting from the termination or failure to renew by the Company or an Acquired Subsidiary of any data or item processing agreements. Notwithstanding anything contained herein to the contrary, the Company shall have no liability for, nor shall there be taken into account for the purposes of calculating the Adjusted Book Value, any termination fees payable as a result of the termination of any of the data processing agreements listed on Schedule 6.9.
Data and Item Processing Agreements. Citizens agrees to consult with MSTI prior to the entry by it or any Citizens Subsidiary by either action or inaction into any new, or any extension of any existing, data or item processing agreements. Citizens agrees to coordinate with MSTI the negotiation of any new or extension of any existing data or item processing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger.
Data and Item Processing Agreements. First Kansas agrees to consult with Acquiror prior to the entry by it or any First Kansas Subsidiary by either action or inaction into any new, or any extension of any existing, data or item processing agreements. First Kansas agrees to coordinate with Acquiror the negotiation of any new or extension of any existing data or item processing agreement with the purpose of achieving the best possible economic and business result in light of the Bank Merger.
Data and Item Processing Agreements. The Company agrees to consult with Acquiror and Acquiror Bank prior to the entry by the Company or the Bank, by either action or inaction, into any new, or any extension of any existing, data or item processing agreements. The Company agrees to coordinate and cause the Bank to coordinate with Acquiror and Acquiror Bank the negotiation of any new or extension of any existing data or item processing agreement with the purpose of achieving the best possible economic and business result in light of the Merger, and the Company shall use its Best Efforts to reduce to the extent possible the aggregate amount of any cancellation fees resulting from the termination or failure to renew by the Company or the Bank of any data or item processing agreements. The Company further agrees to allow Representatives of Acquiror Bank to engage in discussions with the Bank’s employees to facilitate a data conversion on or after the Closing Date, and to cause the Bank’s employees to cooperate with Acquiror Bank’s Representatives with the joint goal of accomplishing an efficient and effective data conversion. For the sake of clarity, the Parties acknowledge and agree that any cancellation and data conversion fees due and owing as a result of the Contemplated Transactions shall be the financial responsibility of Acquiror and shall not be included in the Transactional Expenses, except for any additional and any higher cancellation and data conversion fees that are incurred as a result of the action or inaction by the Company or the Bank, in which case the aggregate amount of such additional cancellation and data conversion fees and any incremental increases therein would be included in the Transactional Expenses.
Data and Item Processing Agreements. SBI agrees to consult with Princeton prior to the entry by it or any SBI Subsidiary by either action or inaction into any new, or any extension of any existing, data or item processing agreements. SBI agrees to coordinate with Princeton the negotiation of any new or extension of any existing data or item processing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger.
Data and Item Processing Agreements. The Bank agrees to consult with Acquiror prior to the entry by it, either through action or inaction, into any new, or any extension of any existing, data or item processing agreements. The Bank agrees to coordinate with Acquiror the negotiation of any new or extension of any existing data or item processing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger.
Data and Item Processing Agreements. (a) The Company agrees to consult with Acquiror prior to the entry by it or the Bank by either action or inaction into any new, or any extension of any existing, data or item processing agreements. The Company agrees to coordinate with Acquiror the negotiation of any new or extension of any existing data or item processing agreement, and if requested by Acquiror, the termination of any such existing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger, and the concurrent termination of any such agreement and the Closing. The Company further agrees to use its Best Efforts to reduce to the extent possible the aggregate amount of any cancellation fees resulting from the termination or failure to renew by the Company of any data or item processing agreements.
(b) The parties hereto further acknowledge and agree that the Company and Acquiror shall each be responsible for fifty percent (50%) of any cancellation and deconversion fees due and owing pursuant to any data or item processing agreements as a result of the Contemplated Transactions (collectively, the “Data Processing Fees”) up to and including an aggregate of $600,000; provided, however, that if the Data Processing Fees are greater, in the aggregate, than $600,000 then the Company shall also be responsible for the amount of Data Processing Fees in excess of $600,000. For the sake of clarity, the parties hereto acknowledge and agree that any portion of the Data Processing Fees that are an obligation of the Company pursuant to this Section 6.10(b) shall be included in the Company’s Transactional Expenses.
Data and Item Processing Agreements. Lotus agrees to consult with Acquiror prior to the entry by it, either through action or inaction, into any new, or any extension of any existing, data or item processing agreements. Lotus agrees to coordinate with Acquiror the negotiation of any new or extension of any existing data or item processing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger.
Data and Item Processing Agreements. Bank agrees to consult with FBC prior to the entry by it or any Bank Subsidiary by either action or inaction into any new, or any extension of any existing, data or item processing agreements. Bank agrees to coordinate with FBC the negotiation of any new or extension of any existing data or item processing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger.
Data and Item Processing Agreements. RMB agrees to consult with Heartland prior to the entry by it or any RMB Subsidiary by either action or inaction into any new, or any extension of any existing, data or item processing agreements. RMB agrees to coordinate with Heartland the negotiation of any new or extension of any existing data or item processing agreement, with the purpose of achieving the best possible economic and business result in light of the Merger.
