Common use of Technology Systems Clause in Contracts

Technology Systems. (a) Except to the extent indicated in Schedule 5.23 of the Neighbors Disclosure Memorandum, no action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by the Neighbors Entities (collectively, the “Technology Systems”) to continue by the SBKC Entities to the same extent and in the same manner that it has been used by the Neighbors Entities. (b) The Technology Systems (for a period of 18 months prior to the Effective Date) have not suffered unplanned disruption causing a Neighbors Material Adverse Effect. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liens. Access to business critical parts of the Technology Systems is not shared with any third party. (c) Details of Neighbors’ disaster recovery and business continuity arrangements have been provided to SBKC with the Neighbors Disclosure Memorandum. (d) The Neighbors Entities have not received notice of or are aware of any material circumstances including, without limitation, the execution of this Agreement, that would enable any third party to terminate any of the Neighbors Entities’ agreements or arrangements relating to the Technology Systems (including maintenance and support).

Technology Systems. (a) Except to the extent indicated in Schedule 5.23 of the Neighbors First Xxxxxxxx Disclosure Memorandum, no action third party consents will be necessary as a result of the transactions contemplated by this Agreement to enable use of the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by the Neighbors First Xxxxxxxx Entities (collectively, the “Technology Systems”) to continue to be used by the SBKC WGNB Entities to the same extent and in the same manner that it has they have been used by the Neighbors First Xxxxxxxx Entities. (b) The Technology Systems (for a period of 18 months prior to the Effective Date) have not suffered unplanned disruption causing a Neighbors First Xxxxxxxx Material Adverse Effect. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liens. Access to business critical parts of the Technology Systems is not shared with any third party. (c) Details of Neighbors’ First Xxxxxxxx’x disaster recovery and business continuity arrangements have been provided in writing to SBKC with the Neighbors Disclosure MemorandumWGNB. (d) The Neighbors First Xxxxxxxx Entities have not received notice of or are aware of any material circumstances including, without limitation, the execution of this Agreement, that would enable any third party to terminate any of the Neighbors First Xxxxxxxx Entities’ agreements or arrangements relating to the Technology Systems (including maintenance and support).

Technology Systems. (a) Except to the extent indicated in on Schedule 5.23 3.23 of the Neighbors Disclosure MemorandumSchedule of Exceptions, no action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by Holding and the Neighbors Entities Bank (collectively, the “"Technology Systems”") to continue by the SBKC Entities surviving corporation and its subsidiaries to the same extent and in the same manner that it has been used by Holding and the Neighbors EntitiesBank prior to the Effective Date. (b) The Technology Systems (for a period of 18 months prior to the Effective Date) have not suffered unplanned disruption causing a Neighbors Material Adverse EffectEffect on Holding or the Bank. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liensliens. Access to business critical parts of the Technology Systems is not shared with any third party. (c) Details of Neighbors’ Holding's disaster recovery and business continuity arrangements have been will be provided to SBKC Whitney with the Neighbors Disclosure MemorandumSchedule of Exceptions. (d) The Neighbors Entities have not Neither Holding nor the Bank has received notice of or are is aware of any material circumstances including, without limitation, the execution of this Agreement, Agreement that would enable any third party to terminate any of Holding's or the Neighbors Entities’ Bank's agreements or arrangements relating to the Technology Systems (including maintenance and support).

Technology Systems. (a) Except to the extent indicated in Schedule 5.23 of the Neighbors Homestead Disclosure Memorandum, no action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by the Neighbors Entities Homestead (collectively, the “Technology Systems”) to continue by the SBKC Entities to the same extent and in the same manner that it has been used by the Neighbors EntitiesHomestead. (b) The Technology Systems (for a period of 18 months prior to the Effective DateTime) have not suffered unplanned disruption causing a Neighbors Homestead Material Adverse Effect. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liens. Access Except in accordance with the terms of Homestead’s Contracts, access to business critical parts of the Technology Systems is not shared with any third party. (c) Details of Neighbors’ Homestead’s disaster recovery and business continuity arrangements have been provided to SBKC with the Neighbors Homestead Disclosure Memorandum. (d) The Neighbors Entities have Homestead has not received notice of or are is aware of any material circumstances including, without limitation, the execution of this Agreement, that would enable any third party to terminate any of the Neighbors Entities’ Homestead’s agreements or arrangements relating to the Technology Systems (including maintenance and support).

Technology Systems. (a) Except to the extent indicated in Schedule 5.23 Section 5.22(a) of the Neighbors PSB Disclosure Memorandum, no action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by the Neighbors PSB Entities (collectively, the “Technology Systems”) to continue by the SBKC MSL Entities to the same extent and in the same manner that it has been used by the Neighbors PSB Entities. (b) The Technology Systems (for a period of 18 24 months prior to the Effective Date) have not suffered unplanned disruption causing a Neighbors an PSB Material Adverse Effect. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liens. Access to business critical parts of the Technology Systems is not shared with any third party. (c) Details of Neighbors’ PSB’s disaster recovery and business continuity arrangements have been provided to SBKC with MSL in Section 5.22(c) of the Neighbors PSB Disclosure Memorandum. (d) The Neighbors PSB Entities have not received notice of or are aware of any material circumstances including, without limitation, the execution of this Agreement, that would enable any third party to terminate any of the Neighbors PSB Entities’ agreements or arrangements relating to the Technology Systems (including maintenance and support).

Technology Systems. (a) Except to the extent indicated in Schedule 5.23 Section 5.23(a) of the Neighbors CVBK Disclosure Memorandum, no action Consent of any third party will be necessary as a result of the transactions contemplated by this Agreement to enable use of the Surviving Corporation to use, following the Merger, the electronic data processing, information, record keeping, communications, telecommunications, hardware, third party software, networks, peripherals, portfolio trading and computer systems, including any outsourced systems and processes, and Intellectual Property that are used by the Neighbors CVBK Entities (collectively, the “Technology Systems”) to continue by the SBKC Entities to the same extent and in the same manner that it has been used by the Neighbors CVBK Entities. (b) The Technology Systems (for a period of 18 24 months prior to the Effective Closing Date) have not suffered unplanned disruption causing a Neighbors CVBK Material Adverse Effect. Except for ongoing payments due under relevant third party agreements, the Technology Systems are free from any Liens. Access to business critical parts of the Technology Systems is not shared with any third party. (c) Details of Neighbors’ CVBK’s disaster recovery and business continuity arrangements have been provided to SBKC with CFFI in Section 5.23(c) of the Neighbors CVBK Disclosure Memorandum. (d) The Neighbors CVBK Entities have not received notice of or are aware of any material circumstances including, without limitation, the execution of this Agreement, that would enable any third party to terminate any of the Neighbors CVBK Entities’ agreements or arrangements relating to the Technology Systems (including maintenance and support).