Common use of Notification to Customers and Transitional Matters Clause in Contracts

Notification to Customers and Transitional Matters. (a) On and after the date hereof through the Closing Date, the Parties shall make reasonable efforts to work together on all operational and transitional matters related to the merger of the Minority Bank and the Wholly Owned Bank’s operations on the Closing Date. (b) On such date as the parties may agree, or in the absence of such an agreement on the date which is 30 days (or if such date shall not be a business day, the next preceding business day) prior to the expected Closing Date, the Minority Bank and the Wholly Owned Bank will notify all customers of the Minority Bank of the pending Merger. This notice will be in a form acceptable to the Parties and in compliance with all federal regulations. The Minority Bank and the Wholly Owned Bank hereby acknowledge and agree that the notices and other communications to Minority Bank customers contemplated hereby will include information concerning any plans the Wholly Owned Bank may have, after the Closing Date, to change the terms and conditions with regard to the deposits, and the Wholly Owned Bank and the Minority Bank will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the Minority Bank customers. The cost of such notice shall be borne by the Wholly Owned Bank. The Minority Bank will cooperate with the Wholly Owned Bank in providing such other notices to the Minority Bank customers as the Wholly Owned Bank may reasonably request. In addition, the Wholly Owned Bank may, at its own expense, after the date on which all regulatory or other approvals contemplated by this Agreement have been received by the appropriate parties or earlier with the written consent of the Minority Bank, communicate with and deliver information, brochures, bulletins, press releases and other communications to the Minority Bank’s customers concerning the transactions contemplated by this Agreement and concerning the business and operations of the Wholly Owned Bank; provided, however, that all such communications shall be subject to the approval by the Minority Bank, which shall not be unreasonably withheld. In addition, the Minority Bank may provide notices to its customers after the date of this Agreement until the Closing related to the transactions contemplated herein; provided, that the Minority Bank shall first provide First Community with a copy of such proposed notice for approval prior to sending such notice to the customers of the Minority Bank (First Community shall not unreasonably withhold or delay its approval of such notices).

Notification to Customers and Transitional Matters. Buyer shall: (a) On and after the date hereof through the Closing Date, the Parties shall make reasonable efforts to work together on all operational and transitional matters related to the merger of the Minority Bank and the Wholly Owned Bank’s operations on the Closing Date. (b) On such date as the parties may agree, or in the absence of such an agreement on the date which is 30 thirty (30) days (or if such date shall not be a business day, the next preceding business day) prior to the expected Closing Date, the Minority Bank Seller and the Wholly Owned Bank Buyer will notify all customers of the Minority Bank Branch Customers whose accounts are to be conveyed to and assumed by Buyer of the pending Mergertransfer of the accounts. This notice will be in a form acceptable to the Parties both parties and in compliance with all federal regulations. The Minority Bank and the Wholly Owned Bank hereby acknowledge and agree that the notices and other communications to Minority Bank customers contemplated hereby will include information concerning any plans the Wholly Owned Bank may have, after the Closing Date, to change the terms and conditions with regard to the deposits, and the Wholly Owned Bank and the Minority Bank will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the Minority Bank customers. The cost of such notice shall be borne by the Wholly Owned BankBuyer. The Minority Bank Seller will cooperate with the Wholly Owned Bank Buyer in providing such other notices to customers of the Minority Bank customers Branch Office as the Wholly Owned Bank Buyer may reasonably request. In addition, the Wholly Owned Bank Buyer may, at its own expense, after the date on which all regulatory or other approvals contemplated by this Agreement have been received by the appropriate parties (the “Approval Date”) or earlier with the written consent of the Minority BankSeller, communicate with and deliver information, brochures, bulletins, press releases and other communications to the Minority Bank’s customers Branch Customers concerning the transactions contemplated by this Agreement and concerning the business and operations of the Wholly Owned BankBuyer; provided, however, that all such communications shall be subject to the approval by the Minority BankSeller, which shall not be unreasonably withheld. (b) During the sixty (60) day period following the Closing Date, Buyer shall pay, in accordance with law and customary banking practices, all properly drawn and presented checks, and automated clearinghouse debits and credits, ATM/debit card deposits and withdrawals, drafts and withdrawal orders presented to Buyer by mail, over the counter through the check clearing system of the banking industry, by depositors of the Deposit Liabilities on checks, drafts or withdrawal order forms provided by Seller, and in all other respects, to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the Branch Customers whose deposits are assumed by Buyer. (c) If any of such depositors draws a check, has or makes an automated clearinghouse generated debit or credit with respect to his, her or its account, makes an ATM/debit card deposit or withdrawal, draft or withdrawal order against the Deposit Liabilities, including accrued interest, which is presented or charged to Seller within sixty (60) days after the Closing Date, Seller may pay the same and Buyer will reimburse Seller for any such payment or charges. Buyer and Seller shall settle within twenty-four (24) hours any such deposits paid by Seller and any checks, drafts or orders of withdrawal presented by Seller to Buyer so long as presentment is made by 3:00 p.m. Pacific time on the next business day following the day of presentment of such item by the depositor whose account is being assumed by Buyer. In additionorder to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Closing Date by the depositors whose accounts are assumed, Buyer agrees, at its sole cost and expense, and without charge to such depositors, to notify such depositors, as soon as practicable after the Minority Bank may provide Closing Date, of Buyer’s assumption of the Deposit Liabilities and to furnish each depositor with checks on the forms of Buyer, and with instructions to utilize Buyer’s checks and to destroy unused checks of Seller. (d) For a period of sixty (60) days after the Closing Date, Seller (within twenty-four (24) hours of receipt thereof) shall deliver to Buyer a detailed list of checks presented to Seller for payment which are drawn on accounts which are included in the Deposit Liabilities. As soon thereafter as is reasonably practicable, but no later than 3:00 p.m. Pacific time on the next business day following the day of presentment, Seller shall make available to Buyer the checks detailed on such lists along with an invoice for its expenses reasonably incurred in performing its obligations under this subsection. Buyer shall reimburse Seller for checks and invoiced expenses via wire transfer by the close of business on the business day the checks have been made available to Buyer. After the end of such sixty (60) day period, Seller will dishonor and return such items. (e) As of the Closing Date, all ATM/debit access cards issued by Seller to Branch Customers who will not have ATM/POS-accessible accounts with Seller after the Closing Date, if any, will be void. In connection with the notices to its customers Branch Customers described above, Seller will notify Branch Customers in writing at least thirty (30) calendar days prior to the Closing Date of such cancellation of the ATM/debit access cards and check guarantee cards, effective on the Closing Date at a time to be agreed upon by Buyer and Seller. Within thirty (30) days after the date of this Agreement until Agreement, Seller shall provide Buyer with the information reasonably required, prior to the Closing related Date, to accommodate the processing of ATM/debit cards which may be issued but not activated prior to the Closing Date. (f) Seller and Buyer will use reasonable efforts to transfer all ACH arrangements to Buyer as soon as possible following the Closing Date. Seller will return all ACH transactions contemplated herein; provided, that beginning ninety (90) days following the Minority Bank shall first provide First Community with Closing Date. (g) Withholding Obligations will be handled as follows: (i) Withholding Obligations required to be remitted to a copy of such proposed notice for approval governmental agency prior to sending such notice the Closing Date will be withheld and remitted by Seller; and (ii) Withholding Obligations required to be remitted to a governmental agency on or after the customers of Closing Date will be remitted by Buyer. At the Minority Bank (First Community shall not unreasonably withhold Closing, Seller will remit to Buyer all sums withheld by Seller with respect to Withholding Obligations to be remitted to governmental agencies on or delay its approval of such notices)after the Closing Date.

Notification to Customers and Transitional Matters. (a) On and after the date hereof through the Closing Date, the Parties shall make reasonable efforts to work together on all operational and transitional matters related to the merger of the Minority Bank and the Wholly Owned Bank’s operations on the Closing Date. (b) On such date as the parties may agree, or in the absence of such an agreement on the date which is 30 days (or if such date shall not be a business dayBusiness Day, the next preceding business dayBusiness Day) prior to the expected Closing Date, the Minority Bank Seller and the Wholly Owned Bank Buyer will notify all customers of the Minority Bank Branch Offices (the “Branch Customers”) whose accounts are to be conveyed to and assumed by Buyer of the pending Mergertransfer of the accounts. This notice will be in a form acceptable to the Parties both parties and in compliance with all federal regulations. The Minority Bank Seller and the Wholly Owned Bank Buyer hereby acknowledge and agree that the notices and other communications to Minority Bank customers the Branch Customers contemplated hereby will include information concerning any plans the Wholly Owned Bank Buyer may have, after the Closing Date, to change the terms and conditions with regard to the depositsDeposit Liabilities, and the Wholly Owned Bank Buyer and the Minority Bank Seller will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the Minority Bank customersBranch Customers. The cost of such notice shall be borne by the Wholly Owned BankBuyer. The Minority Bank Seller will cooperate with the Wholly Owned Bank Buyer in providing such other notices to customers of the Minority Bank customers Branch Offices as the Wholly Owned Bank Buyer may reasonably request. In addition, the Wholly Owned Bank Buyer may, at its own expense, after the date on which all regulatory or other approvals Regulatory Approvals contemplated by this Agreement have been received by the appropriate parties (the “Approval Date”) or earlier with the written consent of the Minority BankSeller, communicate with and deliver information, brochures, bulletins, press releases and other communications to the Minority Bank’s customers Branch Customers concerning the transactions contemplated by this Agreement and concerning the business and operations of the Wholly Owned BankBuyer; provided, however, that all such communications shall be subject to the approval by the Minority BankSeller, which shall not be unreasonably withheld. In addition. (b) Following the Effective Time and without limiting the generality of the other provisions of this Agreement, Buyer will pay in accordance with law, customary banking practices, and the respective terms of the Deposits and related Assumed Contracts all properly drawn and presented checks, drafts and withdrawal orders (including, in all cases under this Section 10.1, transactions initiated with debit cards used by the Branch Offices) with respect to the Deposit accounts presented to Buyer by mail, over the counter, through the check clearing system of the banking industry or any other method of general acceptance within the banking industry, whether such checks, drafts and withdrawal orders are on forms provided by Buyer or Seller, and in other respects to discharge, in the usual course of the banking business, the Minority Bank may provide notices duties and obligations of Seller with respect to the Deposits. (c) Buyer agrees, at its customers after cost and expense, to assign new account numbers effective as of the date Effective Time to all deposits of the Branch Offices assumed by Buyer pursuant to the terms of this Agreement until the Closing related and to the transactions contemplated herein; provided, that the Minority Bank shall first provide First Community furnish such depositors with a copy minimum of 50 checks on the forms of Buyer, and to instruct such proposed notice for approval prior depositors to sending such notice to the customers of the Minority Bank (First Community shall not unreasonably withhold or delay its approval of such notices)utilize Buyer’s newly furnished checks, drafts and withdrawal order forms and cease using Seller’s checks, drafts and withdrawal forms previously supplied by Seller.

Notification to Customers and Transitional Matters. (a) On and after the date hereof through the Closing Date, the Parties shall make reasonable efforts to work together on all operational and transitional matters related to the merger of the Minority Bank and the Wholly Owned Interim Bank’s operations on the Closing Date. (b) On such date as the parties may agree, or in the absence of such an agreement on the date which is 30 days (or if such date shall not be a business day, the next preceding business day) prior to the expected Closing Date, the Minority Bank and the Wholly Owned Bank First Community will notify all customers of the Minority Bank of the pending Merger. This notice will be in a form acceptable to the Parties and in compliance with all federal regulations. The Minority Bank and the Wholly Owned Bank First Community hereby acknowledge and agree that the notices and other communications to Minority Bank customers contemplated hereby will include information concerning any plans the Wholly Owned Bank First Community may have, after the Closing Date, to change the terms and conditions with regard to the deposits, and the Wholly Owned Bank First Community and the Minority Bank will agree as to the description of any such changes included in any such notices or communications prior to their distribution to the Minority Bank customers. The cost of such notice shall be borne by the Wholly Owned BankFirst Community. The Minority Bank will cooperate with the Wholly Owned Bank First Community in providing such other notices to the Minority Bank customers as the Wholly Owned Bank First Community may reasonably request. In addition, the Wholly Owned Bank First Community may, at its own expense, after the date on which all regulatory or other approvals contemplated by this Agreement have been received by the appropriate parties or earlier with the written consent of the Minority Bank, communicate with and deliver information, brochures, bulletins, press releases and other communications to the Minority Bank’s customers concerning the transactions contemplated by this Agreement and concerning the business and operations of the Wholly Owned Surviving Bank; provided, however, that all such communications shall be subject to the approval by the Minority Bank, which shall not be unreasonably withheld. In addition, the Minority Bank may provide notices to its customers after the date of this Agreement until the Closing related to the transactions contemplated herein; provided, that the Minority Bank shall first provide First Community with a copy of such proposed notice for approval prior to sending such notice to the customers of the Minority Bank (First Community shall not unreasonably withhold or delay its approval of such notices).