Common use of Services During the Transition Period Clause in Contracts

Services During the Transition Period. (a) During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, on behalf of and for the account of Elavon at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services in accordance with such performance standards, including underwriting guidelines, as are specified by Elavon. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, the reasonable instructions of Elavon. (b) Without limiting the generality of the foregoing, during the Transition Period, the Bank shall continue to provide credit to Merchants on the same business day deposits are made by Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Bank shall not be entitled to reimbursement for cost of funds for providing such credit. (c) During the Transition Period, and in performing services hereunder, the Bank shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to comply, in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations.

Services During the Transition Period. (a) During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform on behalf of and for the account of Elavon NOVA at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform such services in accordance with such performance standards, including underwriting guidelines, as are specified by ElavonNOVA. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, follow the reasonable instructions of ElavonNOVA. During the Transition Period, NOVA and the Bank agree to cooperate, in good faith, in effecting the BIN reconciliation provisions and procedures set forth on Schedule 3.2(a) attached hereto. (b) Without limiting the generality of the foregoing, during the Transition Period, the Bank shall continue to provide credit to Merchants on under the same business day deposits are made by terms and conditions and in the same time frame as presently provided. In addition, the Bank shall, from time to time at NOVA's request, use its commercially reasonable efforts to assist NOVA in procuring executed Merchant Agreements from those Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made set forth on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Bank shall not be entitled to reimbursement for cost of funds for providing such creditSchedule 6.7(b). (c) During the Transition Period, and in performing services hereunder, the Bank shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to comply, comply in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations. (d) NOVA shall reimburse the Bank for direct, out-of-pocket, expenses incurred by the Bank during the Transition Period that are related to the conversion and transitional activities described in this Article III and the continued conduct of the Merchant Business during the Transition Period (collectively, "Transition Expenses") according to and in the amounts set forth on Schedule 3.2(d). All reimbursements hereunder shall be made within fourteen (14) days following NOVA's receipt from the Bank of written evidence, reasonably satisfactory to NOVA, detailing the amount of the reimbursement due pursuant to this Section 3.2(d).

Services During the Transition Period. (a) During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform on behalf of and for the account of Elavon NOVA at the same location(s) presently used to conduct the Merchant Bankcard Business all of the services performed by the Bank in connection with the Merchant Bankcard Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Bankcard Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform such services in accordance with such performance standards, including underwriting guidelines, as are specified by ElavonNOVA. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, follow the reasonable instructions of ElavonNOVA. Further, NOVA shall reimburse the Bank for the reasonable out-of-pocket expenses set forth on Schedule 3.3(a) hereto that are actually incurred by the Bank in providing services in connection with Merchant Bankcard Business during the Transition Period (the "Transition Expenses"). For purposes of clarity, Schedule 3.3(a) sets forth the type and estimated amount of each anticipated Transition Expense, and NOVA shall not be liable for (i) any expense not enumerated in Schedule 3.3(a) or (ii) any increase in Transition Expense arising out of or relating to this Agreement, the Operative Documents or the transactions contemplated hereby or thereby. (b) Without limiting the generality of the foregoing, during the Transition Period, the Bank shall continue to provide credit to Merchants on the same business day deposits are made by Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Bank shall not be entitled to reimbursement for cost of funds for providing such credit. (c) During the Transition Period, and in performing services hereunder, the Bank shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to comply, comply in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Bankcard Business which would constitute a violation of such rules and regulations. (d) During the Transition Period, NOVA shall designate a service coordinator (the "Service Coordinator") as the person at NOVA primarily responsible for ensuring an orderly transition of the Merchant Bankcard Business. The name and contact information of the initial Service Coordinator is set forth on Schedule 3.3(d). NOVA shall have the right, in its sole discretion to remove and promptly replace the Service Coordinator at any time during the Transition Period and shall provide the Bank with written notice of such change.

Services During the Transition Period. (a) During the Transition Period, the each Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform on behalf of and for the account of Elavon NOVA at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank Banks in connection with the Merchant Business prior to the Closing Date. The Each Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, perform such services in accordance with such performance standards, including underwriting guidelines, as are reasonably specified by ElavonNOVA (the "Performance Standards"). Certain Performance Standards are set forth on Schedule 3.2(a). In performing such services, the each Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, follow the reasonable instructions of ElavonNOVA. (b) Without limiting the generality of the foregoing, during the Transition Period, the each Bank shall continue to provide credit to Merchants on the same business day deposits are made by Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Neither Bank shall not be entitled to reimbursement for cost of funds for providing such credit. (c) During the Transition Period, and in performing services hereunder, the each Bank shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to comply, comply in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations. (d) NOVA shall reimburse the Banks for direct, out-of-pocket expenses reasonably and actually incurred by the Banks during the Transition Period in accordance with the Banks' ordinary course, past practices and related to the conversion and transitional activities described in this Article III and the continued conduct of the Merchant Business during the Transition Period (collectively, "Transition Expenses"). The Banks' recent historical internal staff costs incurred in connection with the Merchant Business are set forth on Schedule 3.2(d). Notwithstanding the foregoing, the obligation of NOVA described in the immediately preceding sentence shall not apply to any fees, liquidated damages or penalties associated with the termination of the NEBA Agreement, the reimbursement of which shall be governed and limited by Section 2.2 hereof. All reimbursements hereunder shall be made within fourteen (14) days following NOVA's receipt from the Banks of written evidence, reasonably satisfactory to NOVA, detailing the amount of the reimbursement due pursuant to this Section 3.2(d).

Services During the Transition Period. (a) During the Transition Period, the Bank MBNA shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, on behalf of and for the account of Elavon NOVA, at the same location(s) presently used to conduct the Merchant Business Business, all of the services performed by (the Bank in connection "Transition Services", as are identified on Schedule 3.2 attached hereto). Upon prior notice to MBNA ------------ and with the Merchant Business prior consent of MBNA, which consent may not be unreasonably withheld, NOVA may make reasonable adjustments to the Closing DateTransition Services which do not increase either MBNA's expenses or liabilities. The Bank Notwithstanding anything to the contrary herein, MBNA shall perform, be under no obligation to increase the allocation or commitment levels of personnel or resources used in performing the Transition Services beyond current staffing and resource levels. (b) MBNA shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services perform the Transition Services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services in accordance with such performance standards, including underwriting guidelines, as are specified by Elavon. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, the reasonable instructions of Elavon. (b) Without limiting the generality of the foregoing, during the Transition Period, the Bank MBNA shall continue to provide credit to Assigned Merchants on the same business day deposits are made by Assigned Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Bank MBNA shall not be entitled to reimbursement for its cost of funds in providing credit for providing such creditDraft deposits. (c) During the Transition Period, and in performing services hereunder, the Bank MBNA shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to comply, be in all respects material compliance with the rules and regulations of the Credit Card Associations and the EFT Networks, and MBNA shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations. The parties hereto acknowledge that MBNA will not be updating or incurring any costs to modify its existing electronic financial transaction processing equipment, software or policies relating to the Merchant Business after the Effective Date and, accordingly, MBNA will be responsible for, and shall pay, as assessed by the Credit Card Associations and/or EFT Networks, any related fines, penalties, adverse differences in interchange rates, or other liabilities related to or arising from such omissions or other noncompliance and its performance hereunder, arising prior to the termination of the Transition Period.