Partial Termination by Metavante. Except as may be provided in any Schedule, Metavante may, at any time, withdraw any of the Services to its entire Customer base upon providing one hundred twenty (120) days' prior written notice to Customer. Metavante may also terminate any service immediately upon any final regulatory, legislative, or judicial determination that providing such service is inconsistent with applicable law or regulation. If Metavante terminates any service, Metavante agrees to assist Customer, without additional charge, in identifying an alternate provider of such terminated service.
Partial Termination by Metavante. Except as may be provided in any Schedule, Metavante may, at any time, withdraw any of the Services upon providing ninety (90) days’ prior written notice to Customer, provided that Metavante is withdrawing the Service(s) from its entire client base. Metavante may also terminate any function or any Services immediately upon any final regulatory, legislative, or judicial determination that providing such function or Services is inconsistent with applicable law or regulation or the rights of any Third Party. If Metavante terminates any Service pursuant to this paragraph, Metavante agrees to assist Customer, without additional charge, in identifying an alternate provider of such terminated Service and shall cooperate in any conversion and provide deconversion services. Metavante will support the most recent Bankway release during the Initial Term of this Agreement, regardless of how much time has elapsed since its delivery to Customer by Metavante. Notwithstanding the foregoing, if during the Initial Term of the Agreement, Metavante notifies Customer that Metavante intends to convert Customer’s deposit and loan account data to a platform other than Metavante’s Bankway core processing software, then, prior to the effective date of such conversion, Customer may terminate the Metavante Bankway core processing software services without paying the Termination Fee. For clarification purposes, Metavante Bankway core processing software services does not include Digital Insight and Metavante EFT services.
Partial Termination by Metavante. Metavante may, at any time, withdraw -------------------------------- any of the Services (other than the Initial Services) upon providing one hundred eighty (180) days' prior written notice to Customer. Metavante may also terminate any of the Services immediately upon any final regulatory, legislative, or judicial determination that providing such Services is inconsistent with applicable law or regulation. If Metavante terminates any Service, Metavante agrees to assist Customer, without additional charge, in identifying an alternate provider of such terminated Service. Metavante represents that, as of the Effective Date, it has no knowledge of any final regulatory, legislative or judicial determination that the provision of any of the Initial Services is inconsistent with applicable law or regulation. In the event a Service provided as part of the Monthly Base Fee is terminated by Metavante, the parties agree to negotiate in good faith an appropriate reduction in the Monthly Base Fee prior to termination of such Service(s).
