Common use of System Conversions Clause in Contracts

System Conversions. From and after the date hereof, the Buyer and the Seller shall meet on a regular basis to discuss and plan for the conversion of the Seller's and its subsidiaries' data processing and related electronic informational systems to those used by the Buyer and its subsidiaries, which planning shall include, but not be limited to, discussion of the possible termination by the Seller of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by the Seller or any of its subsidiaries in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that the Seller shall not be obligated to take any such action prior to the Effective Time and, unless the Seller otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that the Seller or any of its subsidiaries takes, at the request of the Buyer, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, the Buyer shall indemnify the Seller and its subsidiaries for any such fees, expenses and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated in accordance with the terms of this Agreement.

System Conversions. From and after the date hereof, the Buyer and the Seller shall meet on a regular basis to discuss and plan for the conversion of the SellerSeller Bank's and its subsidiaries' data processing and related electronic informational systems to those used by the Buyer and its subsidiaries, Subsidiaries which planning shall include, but not be limited to, discussion of the possible termination by the Seller Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by the Seller or any of its subsidiaries Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, operations and outsourcing, as appropriate, appropriate of proprietary or self-provided system services, ; it being understood that the Seller shall not be obligated to take (or cause the Seller Bank to take) any such action prior to the Effective Time and, unless the Seller otherwise agrees, no conversion shall in fact take place prior to the Effective Time. In the event that the Seller or any of its subsidiaries takesSeller, at the request of the Buyer, determines to take, and so takes, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, the Buyer shall indemnify the Seller and its subsidiaries the Seller Bank on terms reasonably satisfactory to the Seller for any such fees, expenses charges and chargesexpenses, and the costs of reversing the conversion process, if for any reason the Merger is Effective Time does not consummated occur in accordance with the terms of this Agreement.

System Conversions. From and after the date hereof, the Buyer and the Seller shall meet on a regular basis to discuss and plan for the conversion of the Seller's and its subsidiaries' data processing and related electronic informational systems to those used by the Buyer and its subsidiariesBuyer, which planning shall include, but not be limited to, discussion of the possible termination by the Buyer or Seller of third-party service provider arrangements effective at the Effective Time Closing or at a date thereafter, non-renewal of personal property leases and software licenses used by the Buyer or Seller or any of its subsidiaries in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, operations and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that the Buyer and Seller shall not be obligated to take any such action prior to the Effective Time Closing and, unless the Seller Buyer otherwise agrees, no conversion shall take place prior to the Effective TimeClosing. In the event that the Seller or any of its subsidiaries takes, at the request of the Buyer, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses fees or charges, the Buyer shall indemnify the Seller and its subsidiaries on terms reasonably satisfactory to Seller for any such fees, expenses fees and chargesexpenses, and the costs of reversing the conversion process, if for any reason the Merger is transactions contemplated by this Agreement are not consummated in accordance with the terms of this Agreement.