Data Processing and Utilities Sample Clauses

Data Processing and Utilities. In anticipation of the data processing conversion, Seller shall (a) provide reasonable cooperation to Buyer at Seller’s expense in converting the current data processing activities of the Branches contained in the Seller’s core data processing system to Buyer’s core data processing system (provided, however, that nothing herein shall obligate Seller to pay Buyer’s conversion costs, expenses, or fees, including, without limitation, costs, expenses, or fees associated with conversion imposed on Buyer by its vendors), and (b) reasonably assist Buyer in the transfer of all utilities relating to the Branches into the name of Buyer. Seller shall use commercially reasonable efforts to deliver to Buyer a list of the Deposits (customer names, addresses and Tax identification numbers, balances and maturities of all certificates of deposits and XXX Deposits), grouped by deposit type, and original or duplicate copies (which may include electronic copy, magnetic tape, disc storage, card forms and printed copy) of all customer information files and customer records, to permit the orderly operation and conversion to Buyer’s system of the data processing operations of the Branches, but in no event will either party be required to provide to the other party any information or documentation that would cause the providing party to be in breach of any license or other agreement to which the providing party is subject.
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Data Processing and Utilities. Following the receipt of all required regulatory approvals, Seller shall (i) provide reasonable cooperation to Buyer in converting the current data processing activities of the Branch to Buyer’s data processing system, and (ii) assist Buyer in the transfer of all utilities relating to the Branch, including the existing phone numbers for the Branch, into the name of Buyer at Buyer’s expense. As soon as practicable at the request of Buyer after receipt of all required regulatory approvals, Seller shall deliver to Buyer, at Buyer’s expense, a list of the Deposits (customer names, addresses and tax identification numbers, balances at Closing and maturities of all certificates of deposits), grouped by deposit type, and original or duplicate copies (including electronic copy, magnetic tape, disc storage, card forms and printed copy) of all customer information files and customer records, ACH items, application files, machine operating and application software, full documentation of all application and processing routines, and any other documentation in the possession of Seller and necessary to the orderly operation and conversion to Buyer’s system of the Branch’s data processing operations.
Sample 1
Data Processing and Utilities. In anticipation of the data processing conversion, Seller shall provide reasonable cooperation to Buyer at Seller’s expense in converting the current data processing activities of the Branches contained in the Seller’s core data processing system to Buyer’s core data processing system (provided, however, that nothing herein shall obligate Seller to pay Buyer’s conversion costs, expenses, or fees, including costs, expenses, or fees associated with conversion imposed on Buyer by its vendors). In connection with the foregoing, Seller shall use commercially reasonable efforts to deliver to Buyer a list of the Deposits (customer names, addresses and Tax identification numbers, balances and maturities of all certificates of deposits and XXX Deposits), grouped by deposit type, and original or duplicate copies (which may include electronic copy, magnetic tape, disc storage, card forms and printed copy) of all customer information files and customer records, to permit the orderly operation and conversion to Buyer’s system of the data processing operations of the Branches, but in no event will either party be required to provide to the other party any information or documentation that would cause the providing party to be in breach of any license or other agreement to which the providing party is subject. Within five (5) Business Days after the date hereof, Seller and Buyer shall each designate an appropriate officer or officers to be responsible for the necessary cooperation of the parties and to act as an initial contact for responding to questions and requests for information related to the data processing conversion.
Sample 1
Data Processing and Utilities. Following the execution of this Agreement, Seller shall (i) provide reasonable cooperation to Buyer in converting the current data processing activities of the Branch to Buyer’s data processing system, and (ii) assist Buyer in the transfer of all utilities relating to the Branch, including the existing phone numbers for the Branch, into the name of Buyer at Buyer’s expense. Buyer shall pay one half of the costs and expenses of Seller necessary to accomplish the data processing conversion, but not to exceed $5,000, and, except as set forth herein, Buyer shall bear the duties and responsibilities relating to such conversion. As soon as practicable at the request of Buyer, Seller shall deliver to Buyer a list of the Deposits (customer names, addresses and tax identification numbers, balances at Closing and maturities of all certificates of deposits), grouped by deposit type, and original or duplicate copies (including Branch Purchase and Assumption Agreement electronic copy, magnetic tape, disc storage, card forms and printed copy) of all customer information files and customer records, ACH items, application files, machine operating and application software, full documentation of all application and processing routines, and any other documentation in the possession of Seller and necessary to the orderly operation and conversion to Buyer’s system of the Branch’s data processing operations.
Sample 1
Data Processing and Utilities. Following the receipt of all required regulatory approvals, the Seller shall (i) provide reasonable cooperation to the Buyer in converting the current data processing activities of the Branch to the Buyer’s data processing system and (ii) assist the Buyer in the transfer of all utilities relating to the Branch, including the existing phone numbers for the Branch, into the name of the Buyer. The Seller shall cause its employees and officers and its subsidiaries to use their commercially reasonable best efforts to provide support, including support from its outside contractors, and to assist the Buyer in performing all transition tasks, including, without limitation, equipment installation, information technology support, and training, reasonably required to result in a successful integration of the Branch with the Seller at and following the Closing. As soon as practicable at the request of the Buyer after receipt of all required regulatory approvals, the Seller shall deliver to the Buyer a list of the Deposits (customer names, addresses and tax identification numbers, balances at Closing and maturities of all certificates of deposits), grouped by deposit type, and original or duplicate copies (including electronic copy, magnetic tape, disc storage, card forms and printed copy) of all customer information files and customer records, ACH items, application files, machine operating and application software, full documentation of all application and processing routines, and any other documentation in the possession of the Seller and necessary to the orderly operation and conversion to the Buyer’s system of the Branch’s data processing operations.
Sample 1
Data Processing and Utilities. A. Following the receipt of all required regulatory approvals, Seller shall assist Buyer in the transfer of all utilities relating to the Branches, including the existing phone number for the Branches, into the name of Buyer. 24 B. From the date hereof through the Closing Date, Seller shall cooperate and work with Buyer to complete the tasks required to facilitate the conversion of the data processing operations of the Branches. C. Within 15 days of the date of this Agreement, and as reasonably requested by Buyer, Seller shall provide Buyer with initial computer data on media acceptable to Buyer ("test tapes") to be used by Buyer solely to assist in the conversion of the data processing operations of the Branches to the data processing system of Buyer. Seller shall use best efforts to provide any computer programming or changes in existing file layouts related to any of the Assets or Liabilities that Buyer may reasonably request. In addition, Seller shall deliver to Buyer final computer data on media acceptable to Buyer ("final tapes") and deconversion reports as of the Closing Date by not later than 10:00 a.m. local time on the day immediately following the Closing Date. Such test tapes and final tapes shall be in a format currently used by Seller, and Seller will reasonably cooperate with Buyer in Buyer's conversion of such format to one which is reasonably acceptable to Buyer. Such test tapes and final tapes shall include master applications, specifications, file layouts, documentation of the files transferred, and a description of the data in such files. Such test tapes and final tapes shall contain such data that Buyer may reasonably request, including, but not limited to, customer name, address, account number, taxpayer identification number, deposit type, account opening date, average collected balance, current balance, branch code, interest method and frequency, maturity date, last rollover date, term, and next interest payment due date. Seller warrants and represents that the information based upon which such test tapes are created, and final tapes shall be true and correct in all material respects as of the time given. D. Seller agrees to reasonably cooperate in resolving any conversion-related issues arising from the conversion of the accounts for a period of 90 days following the date that the conversion is completed. If Buyer requests, Seller shall reformat or data scrub the conversion tapes and Buyer shall reimburse Seller for any costs and e...
Sample 1
Data Processing and Utilities. Following the receipt of all required regulatory approvals, Seller shall (i) provide reasonable cooperation to Purchaser in converting the current data processing activities of the Eagle Pass Branch to Purchaser’s data processing system, and (ii) assist Purchaser in the transfer of all utilities relating to the Eagle Pass Branch, including the right to use the existing phone number for the Eagle Pass Branch, into the name of Purchaser. At the time of Closing, Seller shall deliver to Purchaser a list of the Deposits (customer names, addresses and tax identification numbers, balances at Closing and maturities of all certificates of deposits), grouped by deposit type, and original or duplicate copies (including electronic copy, magnetic tape, disc storage, card forms and printed copy) of all customer information files and customer records, ACH items, application files, machine operating and application software, full documentation of all application and processing routines, and any other documentation in the possession of Seller, but only to the extent necessary to the orderly operation and conversion to Purchaser’s system of the Eagle Pass Branch’s data processing operations.
Sample 1
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Related to Data Processing and Utilities

  • Services and Utilities (a) Landlord shall provide the following services and utilities during normal business hours on all days except Saturdays, Sundays, and federal and state holidays, or unless otherwise stated below. Cost of such services shall be included as an Operating Cost. (i) when necessary during normal business hours, central heating and air conditioning in the Premises and the Common Areas at temperature levels customary for comparable office buildings in the immediate vicinity (Landlord and Tenant agree that Tenant shall have the right to operate the HVAC system serving the Premises on an after-hours basis and shall pay for such expense in accordance with Section 8(b)); (ii) janitorial services five business days per week; and (iii) three passenger elevators, to be used in common with other tenants, except for the occasion of a temporary repair or replacement of the elevators. “Normal business hours” for purposes of clause (a) above shall be deemed to mean the periods from 8:00 a.m. until 6:00 p.m. on business days (Monday through Friday) and from 8:00 a.m. until 1:00 p.m. on Saturdays. Tenant shall nonetheless have access to the Premises and elevators seven (7) days a week, twenty-four (24) hours a day, subject to and in accordance with any security procedures that Landlord may have in place. (b) Tenant shall pay Tenant’s pro rata share of Tenant Electric. In addition, Tenant shall pay for all costs of after-hours HVAC service used by Tenant at an hourly rate mutually agreed upon by Landlord and Tenant. Electric current supplied to or used in the Premises shall be set at the rate prevailing for Tenant’s class of use as established by the company or companies chosen by Landlord or its designee to provide electricity to the Premises. Upon reasonable prior notice, Landlord or its designated electric service provider may have access to the Premises to install equipment necessary to deliver electric service to the Premises or the Building provided that Landlord or the utility company shall restore the Premises to its condition prior to the commencement of such work. Landlord reserves the right to switch electricity providers, if legally permissible, at any time. Landlord shall not be liable to Tenant for damages arising as a result of service interruptions caused by any electric service provider. Electric current supplied to or used in the Premise shall be measured by a submeter. (c) Any failure by the Landlord to furnish any of the foregoing services or utilities, resulting from circumstances beyond the Landlord’s reasonable control or from interruption of such services due to repairs or maintenance, shall not render the Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of the Tenant, nor cause an abatement of rent hereunder, nor relieve the Tenant from any of its obligations hereunder, unless caused by Landlord or its agents, employees and/or contractors. If any public utility or governmental body shall require the Landlord or the Tenant to restrict the consumption of any utility or reduce any service for the Premises or the Building, the Landlord and the Tenant shall comply with such requirements, whether or not the services and utilities referred to in this section 8 are thereby reduced or otherwise affected, without any liability on the part of the Landlord to the Tenant or any other person or any reduction or adjustment in rent payable hereunder. The Landlord and its agents shall be permitted reasonable access to the Premises for the purpose of installing and servicing systems within the Premises deemed necessary by the Landlord to provide the services and utilities referred to in this Section 8 to the Tenant and other tenants in the Building. (d) Tenant shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises beyond normal office uses. If Tenant desires to install any equipment which shall require additional utility facilities or utility facilities of a greater capacity than the facilities existing, such installation shall be subject to Landlord’s prior written approval of Tenant’s plans and specifications therefor. If such installation is approved by Landlord and if Landlord provides such additional facilities to accommodate Tenant’s installation, Tenant agrees to pay Landlord, on demand, the cost for providing such additional utility facilities or utility facilities of greater capacity. Landlord shall not be responsible for providing any meters or other devices for the measurement of utilities supplied to the Premises. In addition, if Tenant requires lighting other than the standard lighting provided by Landlord for the Building, Tenant shall be required to pay Landlord on demand for the additional costs of such lighting, including light bulb replacement. (e) Landlord shall cause to be operated a trash removal service for the Project, the costs and expenses of which shall be a part of Operating Costs. In the event that Tenant’s use of the Premises requires trash removal services in excess of that required for standard office tenants, Tenant shall pay to Landlord, as additional rent all costs and expenses in excess of the trash removal costs which are attributable to such excess usage. (f) In the event Tenant wishes, at any time, to utilize the services of a telecommunications provider who is not then authorized by the Landlord to provide telecommunications services to tenants in the Building, such provider shall be permitted to install its lines or other equipment within the Building after it secures the prior written approval of the Landlord. Landlord hereby authorizes Verizon, Worldcom, and Telephonet to provide telecommunication services to the Building. Tenant shall use its best efforts to get such vendors to execute license and access agreements reasonably acceptable to Landlord provided that such agreements do not materially alter the telecommunication service to Tenant or increase the costs to Tenant of such telecommunication services. Landlord’s approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of the provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord’s satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no expense whatsoever with respect to any aspect of the provider’s provision of its services, including, without limitation, the costs of installation, materials and services; (ii) the provider shall agree to use the Building’s central communications distribution system (“CDS”) to deliver telecommunications services to Tenant (unless the CDS is not physically capable of delivering such services); (iii) prior to commencement of any work in or about the Building by the provider, the provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the provider; (iv) the provider agrees in writing to abide by such rules and regulations, Building and other codes, job site rules and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building, and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building with respect to proposed alterations as described in this Lease; (v) Landlord reasonably determines that there is sufficient space in the Building for the placement of all of the provider’s equipment and materials; (vi) Landlord receives from the provider such compensation as is reasonably determined by Landlord to compensate it for the fair market value of a provider’s occupancy of the Building, and the costs which may reasonably be expected to be incurred by Landlord in conjunction with the provider’s occupancy of and activities within the Building; and (vii) all of the foregoing matters are documented in a written agreement between Landlord and the provider, the form and content of which is reasonably satisfactory to Landlord. Except as otherwise authorized in writing by Landlord, all communications services provided to Tenant shall be delivered via the Building’s CDS. Landlord may charge Tenant’s service providers fees for use of the CDS (“CDS Fees”), which includes monthly recurring fees (“Recurring CDS Fees”) for use of each circuit of the CDS used in the delivery of communications services to Tenant, and non-recurring fees (“Non-Recurring CDS Fees”) relating to activities such as moves, adds and changes of circuits which Landlord or Landlord’s agents are making. In the event that a service provider refuses for any reason to pay the CDS Fees directly to Landlord, or if Tenant is directly using the CDS to connect to a provider or otherwise, Tenant shall be responsible to pay Landlord Non-Recurring CDS Fees, but in no event shall Tenant be responsible to pay to Landlord Recurring CDS Fees, Landlord shall repair or replace the CDS as necessary to eliminate any interruption or other adverse effects to Tenant caused by malfunction, damage or destruction of the CDS, the cost of which shall be borne by Tenant if the problem was caused directly or indirectly by the act or omission of Tenant, its agents, representatives, employees or invitees. In no event shall Landlord or its agents be liable for any direct or indirect claims or damages of any kind arising out of any interruption or failure of communications or related services (including without limitation, local or long distance phone service, internet, cable TV, CDS, and data services) received by Tenant, it being understood that Tenant shall look solely to its communications services providers for recovery of any such claims or damages. To the extent that Landlord or its agents provides any communications services directly to Tenant, Tenant’s sole remedy in the event that such services provided by Landlord or its agents are interrupted or otherwise fail shall be an equitable abatement of the fees paid by Tenant to Landlord or its agents for such services, pro-rated from the date of the interruption or failure of service until the date upon which service is restored. Landlord shall have the right to designate a third party as its agent to manage and/or own the telecommunications infrastructure in the Building, whose responsibilities include without limitation management of circuit activity on the CDS (“Manager”). Manager or Landlord may provide to Tenant operating procedures for the CDS, including the phone number(s) for the, person or persons responsible for the operation and maintenance of the CDS, and Tenant agrees to comply with any such procedures. Notwithstanding the foregoing, Landlord may, in its sole discretion and upon notice to Tenant, also designate other entities as Manager of the CDS.

  • Data Processing In this clause:

  • Data Processing Agreement The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement and will train its employees on DP Law.

  • Filing and Processing A. Filing

  • Local Utility Services XOOM is an independent retail marketer of natural gas and is not affiliated with your local utility. Your local utility will continue to deliver your natural gas, read your meter, send your bill, and make necessary repairs. Your local utility will also respond to emergencies and provide other basic utility services as required. XOOM is not an agent of your local utility and your utility will not be liable for any of XOOM’s acts, omissions, or representations.

  • Data Collection, Processing and Usage The Company collects, processes and uses the International Participant’s personal data, including the International Participant’s name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Equity Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the International Participant’s favor, which the Company receives from the International Participant or the Employer. In granting the Equity Award under the Plan, the Company will collect the International Participant’s personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the International Participant’s personal data is the International Participant’s consent.

  • Network Services Local Access Services In lieu of any other rates and discounts, Customer will pay fixed monthly recurring local loop charges ranging from $1,200 to $2,000 for TDM-based DS-3 Network Services Local Access Services at 2 CLLI codes mutually agreed upon by Customer and Company.

  • Verizon Operations Support Systems Verizon systems for pre- ordering, ordering, provisioning, maintenance and repair, and billing.

  • Access to Services Subject to and in accordance with the terms of this Agreement, including any Schedules, Company grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable Company procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You.

  • Customer Services Customer Relationship Management (CRM): All aspects of the CRM process, including planning, scheduling, and control activities involved with service delivery. The service components facilitate agencies’ requirements for managing and coordinating customer interactions across multiple communication channels and business lines. Customer Preferences: Customizing customer preferences relative to interface requirements and information delivery mechanisms (e.g., personalization, subscriptions, alerts and notifications).

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