Common use of Systems Integration; Operating Functions Clause in Contracts

Systems Integration; Operating Functions. From and after the date hereof, Kinderhook and Kinderhook Bank shall and shall cause their directors, officers and employees to, and shall make all reasonable best efforts (without undue disruption to either business) to cause Kinderhook Bank’s data processing consultants and software providers to, cooperate and assist Community in connection with an electronic and systems conversion of all applicable data of Kinderhook and its Subsidiaries concerning the Loans, deposits and other assets and Liabilities of Kinderhook and its Subsidiaries to the Community systems. Such cooperation and assistance shall include the training of Kinderhook’s and its Subsidiaries’ employees, during normal business hours, and providing Community and its Subsidiaries with computer file instructions with respect to the information in its data processing system regarding the assets and Liabilities of Kinderhook and Kinderhook Bank, together with operational procedures designed to implement the transfer of such information to Community and its Subsidiaries, provided that the confidentiality of customer information shall be preserved and no information shall be transferred until the Effective Time. Kinderhook and its Subsidiaries shall cooperate with Community in connection with the planning for the efficient and orderly combination of the parties and the operation of Community Bank (including the former operations of Kinderhook Bank) after 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 Community may decide. Kinderhook shall, and shall cause its Subsidiaries to, take any action Community may reasonably request prior to the Effective Time to facilitate the combination of the operations of Kinderhook Bank with Community Bank upon the completion of the Merger. After the execution of this Agreement, Kinderhook and Community shall each designate an individual to serve as liaison concerning the transfer of data processing information and other similar operational matters. Prior to the Effective Time, Kinderhook shall not enter into, extend, modify, or terminate any agreement with a third party vendor providing information technology or data processing services or software to Kinderhook or any Subsidiary of Kinderhook without the prior written consent of Community, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, senior officers of Kinderhook and Community shall meet from time to time as Kinderhook or Community may reasonably request, to review the financial and operational affairs of Kinderhook and its Subsidiaries, and Kinderhook shall give due consideration to Community’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither Community nor Community Bank shall be permitted to exercise control of Kinderhook or Kinderhook Bank prior to the Effective Time, and (ii) neither Kinderhook nor Kinderhook 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.

Systems Integration; Operating Functions. From and after the date hereof, Kinderhook and Kinderhook Bank Elmira shall and shall cause their its directors, officers and employees to, and shall make all reasonable best efforts (without undue disruption to either business) to cause Kinderhook BankElmira’s data processing consultants and software providers to, cooperate and assist Community in connection with an electronic and systems conversion of all applicable data of Kinderhook Elmira and its Subsidiaries concerning the Loans, deposits and other assets and Liabilities of Kinderhook Elmira and its Subsidiaries to the Community systems. Such cooperation and assistance shall include the training of KinderhookElmira’s and its Subsidiaries’ employees, during normal business hours, and providing Community and its Subsidiaries with computer file instructions with respect to the information in its data processing system regarding the assets and Liabilities of Kinderhook and Kinderhook BankElmira, together with operational procedures designed to implement the transfer of such information to Community and its Subsidiaries, provided that the confidentiality of customer information shall be preserved and no information shall be transferred until the Effective Time. Kinderhook Elmira and its Subsidiaries shall cooperate with Community in connection with the planning for the efficient and orderly combination of the parties and the operation of Community Bank (including the former operations of Kinderhook BankElmira) after the Bank Second Step Merger, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Community may decide. Kinderhook Elmira shall, and shall cause its Subsidiaries to, take any action Community may reasonably request prior to the Effective Time to facilitate the combination of the operations of Kinderhook Bank Elmira with Community Bank upon the completion of the First Step Merger. After the execution of this Agreement, Kinderhook Elmira and Community shall each designate an individual to serve as liaison concerning the transfer of data processing information and other similar operational matters. Prior to the Effective Time, Kinderhook Elmira shall not enter into, extend, modify, or terminate any agreement with a third party vendor providing information technology or data processing services or software to Kinderhook Elmira or any Subsidiary of Kinderhook Elmira without the prior written consent of Community, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, senior officers of Kinderhook Elmira and Community shall meet from time to time as Kinderhook Elmira or Community may reasonably request, to review the financial and operational affairs of Kinderhook Elmira and its Subsidiaries, and Kinderhook Elmira shall give due consideration to consider Community’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither Community nor Community Bank shall not be permitted to exercise control of Kinderhook or Kinderhook Bank Elmira prior to the Effective Time, and (ii) neither Kinderhook nor Kinderhook Bank Elmira shall not 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.

Systems Integration; Operating Functions. From and after the date hereof, Kinderhook Steuben and Kinderhook Steuben Bank shall and shall cause their directors, officers and employees to, and shall make all use commercially reasonable best efforts (during normal business hours and without undue disruption to either business) to cause Kinderhook Steuben Bank’s data processing consultants and software providers to, cooperate and assist Community Community, upon Community’s reasonable request, in connection with an electronic and systems conversion of all applicable data of Kinderhook Steuben and its Subsidiaries concerning the Loans, deposits and other assets and Liabilities of Kinderhook Steuben and its Subsidiaries to the Community systems. Such cooperation and assistance shall include the training of KinderhookSteuben’s and its Subsidiaries’ employees, during normal business hours, and providing Community and its Subsidiaries with computer file instructions with respect to the information in its data processing system regarding the assets and Liabilities of Kinderhook Steuben and Kinderhook Steuben Bank, together with operational procedures designed to implement the transfer of such information to Community and its Subsidiaries, provided that the confidentiality of customer information shall be preserved and no information shall be transferred until the Effective Time. Kinderhook Steuben and its Subsidiaries shall cooperate with Community in connection with the planning for the efficient and orderly combination of the parties and the operation of Community Bank (including the former operations of Kinderhook Steuben Bank) after 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 Community may decide. Kinderhook Steuben shall, and shall cause its Subsidiaries to, take any action Community may reasonably request prior to the Effective Time to facilitate the combination of the operations of Kinderhook Steuben Bank with Community Bank upon the completion of the Merger. After the execution of this Agreement, Kinderhook Steuben and Community shall each designate an individual to serve as liaison concerning the transfer of data processing information and other similar operational matters. Prior to the Effective Time, Kinderhook except as disclosed in Section 4.2 of the Steuben Disclosure Letter, Steuben shall not enter into, extend, modify, or terminate any agreement with a third party vendor providing information technology or data processing services or software to Kinderhook Steuben or any Subsidiary of Kinderhook Steuben without the prior written consent of Community, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, subject to Section 4.20, senior officers of Kinderhook Steuben and Community shall meet from time to time as Kinderhook Steuben or Community may reasonably request, to review the financial and operational affairs of Kinderhook Steuben and its Subsidiaries, and Kinderhook Steuben shall give due consideration to Community’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (i) neither Community nor Community Bank shall be permitted to exercise control of Kinderhook or Kinderhook Bank prior to the Effective Time, and (ii) neither Kinderhook nor Kinderhook 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.