Common use of Third Party Agreements Clause in Contracts

Third Party Agreements. (a) The Company shall use its reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s timetable at or after the Effective Time. The Company shall cooperate with Parent in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a), the Company shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by Parent. Among other things, the Company shall: (i) cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its Subsidiaries.

Third Party Agreements. (a) The Company parties shall use its commercially reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-third parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing mutually agreed by Parentthe parties) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s the parties’ timetable at or after the Effective Time, including those items set forth on Schedule 6.15(a). The Company shall cooperate with Parent as requested by Parent in minimizing the extent to which any Contracts contracts to which the Company or any of its Subsidiaries are a party will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l)5.2. (b) Without limiting the generality of Section 6.15(a), the Company shall use all commercially reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated mutually agreed by Parentthe parties, subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. Among other things, the Company shall: (i) reasonably cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going ongoing needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts contracts of outside data, item and other processing contractors or other third-party vendors to which the Company or any of its Subsidiaries are bound when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its Subsidiaries. (d) The Company shall use its commercially reasonable efforts to obtain the consents to the termination of the Company’s obligations from the agreements set forth in Section 6.15(d) of the Company Disclosure Schedule.

Third Party Agreements. (a) The Company Parties shall use its their reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-third parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing mutually agreed by Parentthe Parties) promptly after the date of this Agreement and (ii) the cooperation of such third parties (including at Parent’s request, with respect to the termination of Contracts following the Effective Time) to effect a smooth transition in accordance with Parent’s the Parties’ timetable at or after the Effective Time. The Company shall cooperate with Parent in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a5.14(a), each of the Company Parties shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated mutually agreed by Parentthe Parties, subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. Among other things, the Company shall: (i) reasonably cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going ongoing needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b)Agreement, of the Contracts of outside data, item and other processing contractors or other third-party vendors to which the Company or any of its Subsidiaries are bound when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 5.14 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its Subsidiaries.

Third Party Agreements. (a) The Company Parties shall use its their reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-third parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing mutually agreed by Parentthe Parties) promptly after the date of this Agreement and (ii) the cooperation of such third parties (including at Parent’s request, with respect to the termination of Contracts following the Effective Time) to effect a smooth transition in accordance with Parent’s the Parties’ timetable at or after the Effective Time. The Company shall cooperate with Parent in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a5.14(a), each of the Company Parties shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated mutually agreed by Parentthe Parties, subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. Among other things, the Company shall: (i) reasonably cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going ongoing needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b)Agreement, of the Contracts of outside data, item and other processing contractors or other third-party vendors to which the Company or any of its Subsidiaries are bound when directed to do so by Parent. (c) Without limiting the generality of Section 5.14(a), as soon as reasonably practicable after the date hereof, the Company shall cause each of its Subsidiaries that is a registered investment adviser (each an “Investment Adviser”) to inform their investment advisory clients of the transactions contemplated by this Agreement and request each such client’s written consent to the deemed assignment of its management contract resulting from the change in ownership of the Company and the relevant Investment Adviser resulting from the transactions contemplated by this Agreement and use all reasonable efforts to obtain such consent on or before the Effective Time. While the Company shall request affirmative written consents from each Investment Adviser’s clients to such deemed assignment, a negative consent will constitute valid consent to the extent permitted by applicable Law and the applicable management contract if (i) a negative consent is not expressly prohibited by the management contract (for purposes of this Agreement, it is assumed that, unless an agreement expressly requires written consent to an “assignment” as defined under the Investment Advisers Act or a change in control, then such “negative consent” or “silence” is permissible hereunder and thereunder), (ii) a notice describing the change in control and the negative consent substantially in form reasonably acceptable to Parent and the Company is sent to each client, and (iii) sixty (60) days elapse from the date that notice is received at the client’s office during which period the client continues to have its account managed by the applicable Investment Adviser and does not notify the applicable Investment Adviser that it is withholding its consent. (d) Parent agrees that all actions taken pursuant to this Section 6.15 5.14 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its Subsidiaries.

Third Party Agreements. (a) The Company parties shall use its commercially reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-third parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing mutually agreed by Parentthe parties) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s the parties’ timetable at or after the Effective Time. The Company shall cooperate with Parent in minimizing the extent to which any Contracts contracts to which the Company or any of its Subsidiaries are a party will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l)5.2. (b) Without limiting the generality of Section 6.15(a), the Company shall use all commercially reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated mutually agreed by Parentthe parties, subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. Among other things, the Company shall: (i) reasonably cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going ongoing needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts contracts of outside data, item and other processing contractors or other third-party vendors to which the Company or any of its Subsidiaries are bound when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its Subsidiaries. (d) The Company shall use its reasonable best efforts to obtain the consents to the termination of the Company’s obligations from the agreements set forth in Section 6.15(d) of the Company Disclosure Schedules.

Third Party Agreements. (a) The Company shall use its reasonable best efforts to obtain (i) the consents or consents, approvals and/or waivers listed in Schedule 5.02(kSection 5.01(c)(ii) and Section 5.01(d) of the Company Disclosure Schedules or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by ParentHEOP) promptly after the date of this Agreement Agreement, including, without limitation, the waiver, approval and/or consents to assignment for all Leases and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s timetable at or after the Effective Timeany Material Contracts. The Company shall cooperate with Parent HEOP in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l)4.02. (b) Without limiting the generality of Section 6.15(a6.12(a), the Company shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent HEOP in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its the Company Subsidiaries to ParentHEOP’s production environment, when requested by Parent HEOP and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by ParentHEOP; provided, that if so requested of the Company by HEOP, the Company shall take all steps reasonably necessary to allow HEOP to convert to the Company’s existing production environment. Among other things, the Company shall: (i) cooperate with Parent HEOP to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent HEOP for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by ParentHEOP. (cvi) Parent HEOP agrees that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its the Company Subsidiaries.

Third Party Agreements. (a) The Company parties shall use its commercially reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-third parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing mutually agreed by Parentthe parties) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s the parties’ timetable at or after the Effective Time. The Company shall use its commercially reasonable efforts to cooperate with Parent in minimizing the extent to which any Contracts contracts to which the Company is a party will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l)5.2. (b) Without limiting the generality of Section 6.15(a6.13(a), the Company shall use all commercially reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated mutually agreed by Parentthe parties, subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. Among other things, the Company shall: (i) reasonably cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going ongoing needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b6.13(b), of the Contracts contracts of outside data, item and other processing contractors or other third-party vendors to which the Company are bound when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 6.13 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company. (d) The Company shall use its reasonable best efforts to obtain the consents, approvals or waivers from the agreements set forth in Section 6.13(d) of the Company Disclosure Schedule and its Subsidiarieslessor estoppel certificates, in a form reasonably satisfactory to Parent, to all of the Company Leased Property not earlier than thirty (30) calendar days nor later than five (5) calendar days prior to the Closing Date.

Third Party Agreements. (a) The Company Napa shall use its reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with ParentBank’s timetable at or after the Effective Time. The Company Napa shall cooperate with Parent Bank in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a), the Company Napa shall use all reasonable efforts to provide data processing, item processing and other processing support or of outside contractors to assist Parent Bank in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries Napa to ParentBank’s production environment, when requested by Parent Bank and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by ParentBank. Among other things, the Company Napa shall: : (i) cooperate with Parent Bank to establish a mutually agreeable project plan to effectuate the conversion; ; (ii) use its commercially reasonable efforts to have the CompanyNapa’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; ; -47- (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent Bank for use in planning the conversion, as soon as reasonably practicable; ; (iv) provide reasonable access to the CompanyNapa’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by Parent. Bank. (c) Parent agrees and Bank agree that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its SubsidiariesNapa.

Third Party Agreements. (a) The Company Napa shall use its reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with ParentBank’s timetable at or after the Effective Time. The Company Napa shall cooperate with Parent Bank in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a), the Company Napa shall use all reasonable efforts to provide data processing, item processing and other processing support or of outside contractors to assist Parent Bank in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries Napa to ParentBank’s production environment, when requested by Parent Bank and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by ParentBank. Among other things, the Company Napa shall: (i) cooperate with Parent Bank to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the CompanyNapa’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent Bank for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the CompanyNapa’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by ParentBank. (c) Parent agrees and Bank agree that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its SubsidiariesNapa.

Third Party Agreements. (a) The Company shall use its commercially reasonable best efforts to obtain (i) within sixty (60) days after the date hereof (or such later time as Parent shall reasonably agree with respect to any particular consent or waiver), the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s timetable at or after the Effective Time. The Company shall cooperate with Parent in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions prohibition in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a6.14(a), the Company shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the Company’s data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by Parent. Among other things, the Company shall: (i) cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its their commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going ongoing needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ , personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) to the extent reasonably practicable, give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b)hereby, of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 6.14 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its SubsidiariesCompany.

Third Party Agreements. (a) The Company shall use its reasonable best efforts to obtain (i) with ninety (90) calendar days after the date hereof, the consents or waivers listed in Schedule 5.02(k) of the Company Disclosure Schedule or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s timetable at or after the Effective Time. The Company shall cooperate with Parent in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a6.14(a), the Company shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the Company’s data and other files and records of the Company and its Subsidiaries to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by Parent. Among other things, the Company shall: (i) cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its their commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b6.14(b), of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 6.14 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its SubsidiariesCompany.

Third Party Agreements. (a) The Company ARB shall use its reasonable best efforts to obtain (i) the consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any third-parties in connection with the Merger, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date of this Agreement and (ii) the cooperation of such third parties to effect a smooth transition in accordance with Parent’s timetable at or after the Effective Time. The Company ARB shall cooperate with Parent in minimizing the extent to which any Contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in Section 4.01(l). (b) Without limiting the generality of Section 6.15(a), the Company ARB shall use all reasonable efforts to provide data processing, item processing and other processing support or of outside contractors to assist Parent in performing all tasks reasonably required to result in a successful conversion of the data and other files and records of the Company and its Subsidiaries ARB to Parent’s production environment, when requested by Parent and in such a manner sufficient to ensure that a successful conversion will occur at the time (on or after the Effective Time) designated by Parent. Among other things, the Company ARB shall: (i) cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have the CompanyARB’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the CompanyARB’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b), of the Contracts of outside data, item and other processing contractors or other third-party vendors when directed to do so by Parent. (c) Parent agrees that all actions taken pursuant to this Section 6.15 shall be taken in a manner intended to minimize disruption to the customary business activities of the Company and its SubsidiariesARB.

Third Party Agreements. (a) The Company TFC or the Bank shall use its reasonable best efforts to obtain (i) the obtain any required material consents or waivers listed in Schedule 5.02(k) or otherwise required to be obtained from any all of its third-party vendors, landlords of all of their leased properties and other parties in connection with the Mergerto material agreements, the Bank Merger and the other transactions contemplated hereby (in such form and content as is approved in writing by Parent) promptly after the date execution of this Agreement Agreement, and (ii) obtain the cooperation of such third parties to effect in a smooth transition in accordance with ParentRBB’s timetable at or after the Effective Time. The Company TFC and the Bank shall cooperate with Parent RBB in minimizing the extent to which any Contracts contracts will continue in effect following the Effective Time, in addition to complying with the prohibitions in prohibition of Section 4.01(l)4.02 hereof. (b) Without limiting the generality of Section 6.15(a6.14(a), TFC and the Company Bank shall use all reasonable efforts to provide data processing, item processing and other processing support or outside contractors to assist Parent RBB in performing all tasks reasonably required to result in a successful conversion of TFC and the Bank data and other files and records of the Company and its Subsidiaries to ParentRBB’s production environment, when requested by Parent and in environment at such a manner sufficient time as RBB requests prior to ensure that a successful conversion will occur or at the time (on or after the Effective Time) designated by Parent. Among other things, TFC and the Company Bank shall: (i) cooperate with Parent RBB to establish a mutually agreeable project plan to effectuate the conversion; (ii) use its commercially reasonable efforts to have TFC’s and the CompanyBank’s outside contractors continue to support both the conversion effort and its on-going needs until the conversion can be established; (iii) provide, or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by Parent RBB for use in planning the conversion, as soon as reasonably practicable; (iv) provide reasonable access to the Company’s personnel at corporate headquarters, data and facilities other processing centers, all branches and, with the consent of its outside contractors, its at outside contractors’ personnel and facilities, to enable the conversion effort to be completed on schedule; and (v) to the extent reasonably practicable, give notice of termination, conditioned upon the completion of the transactions contemplated by this Section 6.15(b)hereby, of the Contracts contracts of outside data, item data and other processing contractors or other third-party vendors when directed to do so by ParentRBB. (cvi) Parent RBB agrees that all actions taken pursuant to this Section 6.15 6.14 shall be taken in a manner intended to minimize disruption to the customary business activities of TFC and the Company and its SubsidiariesBank.