Systems Conversions. CNYF and Niagara Bancorp shall meet on a regular basis to discuss and plan for the conversion of CNYF and its Subsidiaries' data processing and related electronic informational systems to those used by Niagara Bancorp and its subsidiaries, which planning shall include, but not be limited to, discussion of the possible termination by CNYF and CSB 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 CNYF 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 CNYF shall not be obligated to take any such action prior to the Effective Time and, unless CNYF otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that CNYF or any of its Subsidiaries takes, at the request of Niagara Bancorp, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, Niagara Bancorp shall indemnify CNYF 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.
Systems Conversions. Heritage Bank and Baltimore County Bank shall meet on a regular basis to discuss and plan for the conversion of Heritage Bank's data processing and related electronic informational systems to those used by Baltimore County Bank, which planning shall include, but not be limited to, discussion of the possible termination by Heritage Bank of third-party service provider arrangements effective at the Merger Effective Date or at a date thereafter, non-renewal of personal property leases and software licenses used by Heritage Bank 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 Heritage Bank shall not be obligated to take any such action prior to the Merger Effective Date and, unless Heritage Bank otherwise agrees, no conversion shall take place prior to the Merger Effective Date. In the event that Heritage Bank takes, at the request of Baltimore County Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Baltimore County Bank shall indemnify Heritage Bank for any such fee and charges, and the costs of reversing the conversion process, if for any reason the Bank Merger is not consummated for any reason other than a breach of this Agreement by Heritage Bank, or a termination of this Agreement under Section 7.01(c)(iv) or (d)(iv).
Systems Conversions. First Franklin and Cheviot Financial shall meet on a regular basis to discuss and plan for the conversion of Franklin Savings’ and First Franklin’s data processing and related electronic informational systems to those used by Cheviot Savings Bank and Cheviot Financial, which planning shall include, but not be limited to, discussion of the possible termination by First Franklin or Franklin Savings of third-party service provider arrangements effective at the Merger Effective Date or at a date thereafter, non-renewal of personal property leases and software licenses used by First Franklin or Franklin Savings 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 First Franklin shall not be obligated to take any such action prior to the Merger Effective Date and, unless First Franklin otherwise agrees, no conversion shall take place prior to the Merger Effective Date. In the event that First Franklin takes, at the request of Cheviot Financial, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Cheviot Financial shall indemnify First Franklin for any such fee and charges, and the costs of reversing the conversion process, if the Merger is not consummated for any reason other than a breach of this Agreement by First Franklin, or a termination of this Agreement under Section 7.01(c)(iv) or (d)(iv).
Systems Conversions. Ridgewood Savings and Provident shall meet on a regular basis to discuss and plan for the conversion of Ridgewood's data processing and related electronic informational systems to those used by Provident, which planning shall include, but not be limited to, discussion of the possible termination by Ridgewood 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 Ridgewood 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 Ridgewood shall not be obligated to take any such action prior to the Effective Time and, unless Ridgewood otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that Ridgewood takes, at the request of Provident, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, Provident shall indemnify Ridgewood 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.
Systems Conversions. The Systems work described in Section 6.8 shall have been completed in a manner reasonably satisfactory to Buyer.
Systems Conversions. First Bell Bancorp and Northwest Bancorp shall meet on a regular basis xx xiscuss and plan for the conversion of Bell Federal Savings and First Bell Bancorp's data processinx xnd related electronic informaxxxxal systems to those used by Northwest Savings Bank and Northwest Bancorp, which planning shall include, but not be limited to, discussion of the possible termination by First Bell Bancorp of third-party service provider arrangements effxxxxve at the Merger Effective Date or at a date thereafter, non-renewal of personal property leases and software licenses used by First Bell Bancorp in connection with its systems operations, retentixx xf 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 First Bell Bancorp shall not be obligated to take any such action prxxx to the Merger Effective Date and, no conversion shall take place prior to the Merger Effective Date. In the event that First Bell Bancorp takes, at the request of Northwest Bancorp, any actxxx relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges or the incurrence of expenses by First Bell Bancorp, Northwest Bancorp shall indemnify First Bell Bxxxxrp for any such fees, charges, and expenses, as well xx the costs of reversing the conversion process, if the Merger is not consummated for any reason other than a breach of this Agreement by First Bell Bancorp, or a termination of this Agreement under Sectxxx 7.01(c)(iv) or (d)(iii);
Systems Conversions. VBC and Oneida Financial shall meet on a regular basis to discuss and plan for the conversion of VBC and the VBC Subsidiaries' data processing and related electronic informational systems to those used by Oneida Financial and its subsidiaries, which planning shall include, but not be limited to, discussion of the possible termination by VBC and Xxxxxx 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 VBC 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 VBC shall not be obligated to take any such action prior to the Effective Time and, unless VBC otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that VBC or any of its Subsidiaries takes, at the request of Oneida Financial, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, Oneida Financial shall indemnify VBC 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 because of a breach of this Agreement by Oneida Financial.
Systems Conversions. Meet on a regular basis to discuss and plan for the conversion of Apple Valley's data processing and related electronic informational systems to those used by New England Bancshares and Valley Bank (or as otherwise specified by New England Bancshares), which planning shall include, but not be limited to, discussion of the possible termination by Apple Valley of third-party service provider arrangements effective at the Merger Effective Date or at a date thereafter, non-renewal of personal property leases and software licenses used by Apple Valley 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 Apple Valley shall not be obligated to take any such action prior to the Merger Effective Date and, unless Apple Valley otherwise agrees, no conversion shall take place prior to the Merger Effective Date. In the event that Apple Valley takes, at the request of New England Bancshares, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, New England Bancshares shall indemnify Apple Valley for any such fee and charges and the costs of reversing the conversion process, if the Merger is not consummated for any reason other than a breach of this Agreement by Apple Valley, or a termination of this Agreement under Section 7.01(f).
Systems Conversions. NBF and Provident Bank shall meet on a regular basis to discuss and plan for the conversion of NBF's data processing and related electronic informational systems to those used by Provident Bank, which planning shall include, but not be limited to, discussion of the possible termination by NBF of third-party service provider arrangements effective at the Merger Effective Date or at a date thereafter, non-renewal of personal property leases and software licenses used by NBF 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 NBF shall not be obligated to take any such action prior to the Merger Effective Date and, unless NBF otherwise agrees, no conversion shall take place prior to the Merger Effective Date. In the event that NBF takes, at the request of Provident Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Provident Bank shall indemnify NBF for any such fee and charges, and the costs of reversing the conversion process, if for any reason the Bank Merger is not consummated for any reason other than a breach of this Agreement by NBF, or a termination of this Agreement under Section 7.01(c)(iv) or (d)(iv).
Systems Conversions. TFC and SHB shall meet on a regular basis to discuss and plan for the conversion of SHB and its Subsidiaries' data processing and related electronic informational systems to those used by TFC and its subsidiaries, which planning shall include, but not be limited to, discussion of the possible termination by SHB of third-party service provider arrangements effective at the Closing Date or at a date thereafter, non-renewal of personal property leases and software licenses used by SHB 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 SHB shall not be obligated to take any such action prior to the Closing Date and, unless SHB otherwise agrees, no conversion shall take place prior to the Closing Date. In the event that SHB or any of its Subsidiaries takes, at the request of TFC, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, TFC shall indemnify SHB 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.
