Common use of Systems Conversions Clause in Contracts

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. CNYF IROQ and Niagara Bancorp shall meet on a regular basis to discuss and plan for the conversion of CNYF IROQ 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 IROQ, CB and CSB HFSA 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 IROQ 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 IROQ shall not be obligated to take any such action prior to the Effective Time and, unless CNYF IROQ otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that CNYF IROQ 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 IROQ 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.