Common use of Systems Integration; Operating Functions Clause in Contracts

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm and the Bank to the Seacoast systems, including the training of employees of Sabal Palm and the Bank during normal banking hours. Following the date hereof, Sabal Palm shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx payment data, for mapping and mock conversion no later than 90 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx payment payees and order debit cards no later than 21 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal Palm) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm shall take any action Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNB. Without limiting the foregoing, Sabal Palm shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm and Seacoast shall meet from time to as Sabal Palm or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm and its Subsidiaries, and Sabal Palm shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm or the Bank prior to the Effective Time, and (ii) neither Sabal Palm nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm Professional shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm Professional and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm Professional and the Bank to the Seacoast systems, including the training of employees of Sabal Palm Professional and the Bank during normal banking hours. Following the date hereof, Sabal Palm Professional shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx bxxx payment data, for mapping and mock conversion no later than 90 180 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx bxxx payment payees and order debit cards no later than 21 45 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm Professional shall coordinate and participate in regular meetings between data processing vendors and Seacoast representatives, to begin within 30 days following the date of this agreement, to facilitate system integration. Professional shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal Palmof Professional) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm Prior to the Effective Time, Professional shall take any action that Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNBSNB and Professional shall allocate and apply resources and personnel with appropriate expertise and authority to effectuate such requests. Without limiting the foregoing, Sabal Palm Professional shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm of Professional and Seacoast shall meet from time to time as Sabal Palm Professional or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm Professional and its Subsidiaries, and Sabal Palm Professional shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm Professional or the Bank prior to the Effective Time, and (ii) neither Sabal Palm Professional nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm Professional shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm Business Bank shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm Business Bank and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm Business Bank and the Bank to the Seacoast systems, including the training of employees of Sabal Palm Business Bank and the Bank during normal banking hours. Following the date hereof, Sabal Palm Business Bank shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx payment data, for mapping and mock conversion no later than 90 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx payment payees and order debit cards no later than 21 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm Business Bank shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal PalmBusiness Bank) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm Business Bank shall take any action Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNB. Without limiting the foregoing, Sabal Palm Business Bank shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm Business Bank and Seacoast shall meet from time to as Sabal Palm Business Bank or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm Business Bank and its Subsidiaries, and Sabal Palm Business Bank shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm Business Bank or the Bank prior to the Effective Time, and (ii) neither Sabal Palm Business Bank nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm Business Bank shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm Dxxxxxxx shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm Dxxxxxxx and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm Dxxxxxxx and the Bank to the Seacoast systems, including the training of employees of Sabal Palm Dxxxxxxx and the Bank during normal banking hours. Following the date hereof, Sabal Palm Dxxxxxxx shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx bxxx payment data, for mapping and mock conversion no later than 90 180 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx bxxx payment payees and order debit cards no later than 21 45 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm Dxxxxxxx shall coordinate and participate in regular meetings between data processing vendors and Seacoast representatives, to begin within 30 days following the date of this agreement, to facilitate system integration. Dxxxxxxx shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal Palmof Dxxxxxxx) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm Prior to the Effective Time, Dxxxxxxx shall take any action that Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNBSNB and Dxxxxxxx shall allocate and apply resources with appropriate expertise and authority to effectuate such requests. Without limiting the foregoing, Sabal Palm Dxxxxxxx shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm of Dxxxxxxx and Seacoast shall meet from time to time as Sabal Palm Dxxxxxxx or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm Dxxxxxxx and its Subsidiaries, and Sabal Palm Dxxxxxxx shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm Dxxxxxxx or the Bank prior to the Effective Time, and (ii) neither Sabal Palm Dxxxxxxx nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm Dxxxxxxx shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm Fourth Street shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm Fourth Street and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm Fourth Street and the Bank to the Seacoast systems, including the training of employees of Sabal Palm Fourth Street and the Bank during normal banking hours. Following the date hereof, Sabal Palm Fourth Street shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx payment data, for mapping and mock conversion no later than 90 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx payment payees and order debit cards no later than 21 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm Fourth Street shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal PalmFourth Street) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm Fourth Street shall take any action Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNB. Without limiting the foregoing, Sabal Palm Fourth Street shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm Fourth Street and Seacoast shall meet from time to as Sabal Palm Fourth Street or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm Fourth Street and its Subsidiaries, and Sabal Palm Fourth Street shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm Fourth Street or the Bank prior to the Effective Time, and (ii) neither Sabal Palm Fourth Street nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm Fourth Street shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm Professional shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm Professional and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm Professional and the Bank to the Seacoast systems, including the training of employees of Sabal Palm Professional and the Bank during normal banking hours. Following the date hereof, Sabal Palm Professional shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx payment data, for mapping and mock conversion no later than 90 180 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx payment payees and order debit cards no later than 21 45 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm Professional shall coordinate and participate in regular meetings between data processing vendors and Seacoast representatives, to begin within 30 days following the date of this agreement, to facilitate system integration. Professional shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal Palmof Professional) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm Prior to the Effective Time, Professional shall take any action that Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNBSNB and Professional shall allocate and apply resources and personnel with appropriate expertise and authority to effectuate such requests. Without limiting the foregoing, Sabal Palm Professional shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm of Professional and Seacoast shall meet from time to time as Sabal Palm Professional or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm Professional and its Subsidiaries, and Sabal Palm Professional shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm Professional or the Bank prior to the Effective Time, and (ii) neither Sabal Palm Professional nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm Professional shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm Apollo shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm Apollo and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm Apollo and the Bank to the Seacoast systems, including the training of employees of Sabal Palm Apollo and the Bank during normal banking hours. Following the date hereof, Sabal Palm Apollo shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx bxxx payment data, for mapping and mock conversion no later than 90 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx bxxx payment payees and order debit cards no later than 21 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm Apollo shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal PalmApollo) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm Apollo shall take any action Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNB. Without limiting the foregoing, Sabal Palm Apollo shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm of Apollo and Seacoast shall meet from time to time as Sabal Palm Apollo or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm Apollo and its Subsidiaries, and Sabal Palm Apollo shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm Apollo or the Bank prior to the Effective Time, and (ii) neither Sabal Palm Apollo nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm Apollo shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.

Systems Integration; Operating Functions. From and after the date hereof, Sabal Palm NorthStar shall and shall cause the Bank and its directors, officers and employees to, and shall make all commercially reasonable best efforts (without undue disruption to either business) to cause the Bank’s data processing consultants and software providers to, cooperate and assist Sabal Palm NorthStar and Seacoast in connection with an electronic and systems conversion of all applicable data of Sabal Palm NorthStar and the Bank to the Seacoast systems, including the training of employees of Sabal Palm NorthStar and the Bank during normal banking hours. Following the date hereof, Sabal Palm NorthStar shall provide Seacoast access to the Bank’s data files to facilitate the conversion process, including but not limited to, (i) sample data files with data dictionary no later than 30 days following the date of this Agreement; (ii) a full set of data files, including electronic banking and online xxxx payment data, for mapping and mock conversion no later than 90 days prior to the targeted conversion date as determined by Seacoast; (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, xxxx payment payees and order debit cards no later than 21 days prior to the targeted conversion date; and (iv) a final set of data files no later than the date of the targeted conversion date. Sabal Palm NorthStar shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations Sabal PalmNorthStar) after the Merger and the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Seacoast may decide. Sabal Palm NorthStar shall take any action Seacoast may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Bank with SNB. Without limiting the foregoing, Sabal Palm NorthStar shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers Sabal Palm NorthStar and Seacoast shall meet from time to as Sabal Palm NorthStar or Seacoast may reasonably request, to review the financial and operational affairs of Sabal Palm NorthStar and its Subsidiaries, and Sabal Palm NorthStar shall give due consideration to Seacoast’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither SBC nor SNB shall be permitted to exercise control of Sabal Palm NorthStar or the Bank prior to the Effective Time, and (ii) neither Sabal Palm NorthStar nor the Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws. Sabal Palm shall be responsible for all conversion and deconversion fees and expenses, regardless of whether the Merger becomes effective.