Technology Systems. (i) No material action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the Technology Systems to continue by the Surviving Corporation and its Subsidiaries to the same extent and in the same manner that it has been used by Sabal Palm and its Subsidiaries prior to the Effective Time. (ii) The Technology Systems (for a period of 18 months prior to the Effective Time) have not suffered unplanned disruption causing a Material Adverse Effect on the Company. Except for ongoing payments due under Contracts with third parties, the Technology Systems are free from any Liens (other than Permitted Liens). Access to business-critical parts of the Technology Systems is not shared with any third party. (iii) Sabal Palm has furnished to Seacoast a true and correct copy of its disaster recovery and business continuity arrangements. (iv) Neither Sabal Palm nor any of its Subsidiaries has received notice of and is not aware of any material circumstances, including the execution of this Agreement, that would enable any third party to terminate any of its or any of its Subsidiaries’ agreements or arrangements relating to the Technology Systems (including maintenance and support).
Appears in 2 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Technology Systems. (i) No material action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the Technology Systems to continue by the Surviving Corporation and its Subsidiaries to the same extent and in the same manner that it has been used by Sabal Palm Business Bank and its Subsidiaries prior to the Effective Time.
(ii) The Technology Systems (for a period of 18 months prior to the Effective Time) have not suffered unplanned disruption causing a Material Adverse Effect on the CompanyCompany Group. Except for ongoing payments due under Contracts with third parties, the Technology Systems are free from any Liens (other than Permitted Liens). Access to business-critical parts of the Technology Systems is not shared with any third party.
(iii) Sabal Palm Business Bank has furnished to Seacoast a true and correct copy of its disaster recovery and business continuity arrangements.
(iv) Neither Sabal Palm Business Bank nor any of its Subsidiaries has received notice of and is and, to their Knowledge, are not aware of any material circumstances, including the execution of this Agreement, that would enable any third party to terminate any of its or any of its Subsidiaries’ agreements or arrangements relating to the Technology Systems (including maintenance and support).
Appears in 2 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Technology Systems. (i) No material action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the Technology Systems to continue by the Surviving Corporation and its Subsidiaries to the same extent and in the same manner that it has been used by Sabal Palm Holdings and its Subsidiaries prior to the Effective Time.
(ii) The Technology Systems (for a period of 18 eighteen (18) months prior to the Effective Time) have not suffered unplanned disruption causing a Material Adverse Effect on the CompanyHoldings. Except for ongoing payments due under Contracts with third parties, the Technology Systems are free from any Liens (other than Permitted Liens). Access to business-critical parts of the Technology Systems is not shared with any third party.
(iii) Sabal Palm Holdings has furnished to Seacoast a true and correct copy of its the Company’s disaster recovery and business continuity arrangements.
(iv) Neither Sabal Palm Holdings nor any of its Subsidiaries has received notice of and or is not aware of any material circumstances, including the execution of this AgreementAgreement or the Bank Merger Agreement or the consummation of the transactions contemplated hereby or thereby, that would enable any third party to terminate any of its Holdings’ or any of its Subsidiaries’ agreements or arrangements relating to the Technology Systems (including maintenance and support).
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Technology Systems. (i) No material action will be necessary as a result of the transactions contemplated by this Agreement to enable use of the Technology Systems to continue by the Surviving Corporation and its Subsidiaries to the same extent and in the same manner that it has been used by Sabal Palm Dxxxxxxx and its Subsidiaries prior to the Effective Time.
(ii) The Technology Systems (for a period of 18 months prior to the Effective Time) have not suffered unplanned disruption causing a Material Adverse Effect on the Company. Except for ongoing payments due under Contracts with third parties, the Technology Systems are free from any Liens (other than Permitted Liens). Access to business-critical parts of the Technology Systems is not shared with any third party.
(iii) Sabal Palm Dxxxxxxx has furnished to Seacoast a true and correct copy of its disaster recovery and business continuity arrangements.
(iv) Neither Sabal Palm Dxxxxxxx nor any of its Subsidiaries has received notice of and is not aware of any material circumstances, including the execution of this Agreement, that would enable any third party to terminate any of its or any of its Subsidiaries’ agreements or arrangements relating to the Technology Systems (including maintenance and support).
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)