Common use of Transition Cooperation Clause in Contracts

Transition Cooperation. (a) From and after the date hereof and until the Conversion Date, Seller and Purchaser shall use all commercially reasonable efforts in assisting the other party with the "conversion" of the Merchant Acquiring Business herein contemplated and the transition of the Merchant Acquiring Business from Seller to Purchaser. Regarding any Merchant Agreements included in the Transferred Assets, Seller also shall use all commercially reasonable efforts to encourage the Merchants that are parties thereto to continue doing business with Purchaser under any such Merchant Agreements. (b) Without limiting the generality of the foregoing, promptly following the execution of this Agreement, Seller shall cause to be delivered to each such Merchant a notice, in form and substance mutually acceptable to Seller and Purchaser, of the assignment by Seller to Purchaser, effective as of the Closing Date, of all rights in and to such Merchant Agreements. If Seller and Purchaser so agree, such notice may inform each such Merchant of Purchaser's intention to convert that Merchant from the Mellon Payment Processing System to Purchaser's network, as well as to a clearing bank and merchant accounting system designated by Purchaser. (c) From and after the date hereof and until the Conversion Date, Seller and Purchaser shall each from time to time upon the reasonable request of the other party cooperate with the other party to provide each other and the Merchants, Agent Banks, Independent Sales Organizations and Related Parties that are parties to the Merchant Agreements, Agent Bank Agreements, ISO Agreements and Related Agreements included within the Transferred Assets with information regarding the Year 2000 compliance status of Seller and Purchaser. The information that may be requested may consist of brief summaries of the testing and analysis which Seller or Purchaser has performed, any exceptions to Year 2000 compliance (including a brief summary of plans for dealing with the exceptions), and any other information required to be provided to such Merchants, Agent Banks, Independent Sales Organizations or Related Parties by applicable law. Both Seller and Purchaser understand and agree that nothing in this Section 1.3(c) is intended, or shall be construed, as a representation or warranty regarding the Year 2000 compliance status of Seller, Purchaser or any other Person, and that neither Seller nor Purchaser shall make any representation or warranty, or provide any information, regarding the other party's Year 2000 compliance status without the express prior written consent of the other party.

Transition Cooperation. (a) From Seller agrees to cooperate with Bxxxx to facilitate the transfer of all utilities servicing the Business or the Real Property into Buyer’s name, including the transfer of any telephone numbers, electrical service, water and after the date hereof and until the Conversion Date, Seller and Purchaser shall use all commercially reasonable efforts in assisting the other party with the "conversion" of the Merchant Acquiring Business herein contemplated and the transition of the Merchant Acquiring Business from Seller to Purchaser. Regarding any Merchant Agreements included in the Transferred Assets, Seller also shall use all commercially reasonable efforts to encourage the Merchants that are parties thereto to continue doing business with Purchaser under any such Merchant Agreementssewage. (b) Without limiting Following the generality of Closing, Buyer may receive and open all mail addressed to Seller received at the foregoingReal Property, promptly following and, to the execution of this Agreementextent that such mail and the contents thereof relate to the Business, the Purchased Assets or the Assumed Obligations, deal with the contents thereof at its discretion. From and after the Closing, Seller shall promptly forward or cause to be delivered forwarded to each such Merchant a noticeBuyer any mail received by Seller that relates to the Business, in form the Purchased Assets, or the Assumed Obligations. From and substance mutually acceptable after the Closing, Buyer shall promptly forward or cause to be forwarded to Seller and Purchaser, of any mail received by Buyer that relates to the assignment by Seller to Purchaser, effective as of Excluded Assets or the Closing Date, of all rights in and to such Merchant Agreements. If Seller and Purchaser so agree, such notice may inform each such Merchant of Purchaser's intention to convert that Merchant from the Mellon Payment Processing System to Purchaser's network, as well as to a clearing bank and merchant accounting system designated by PurchaserExcluded Liabilities. (c) From and after Promptly following the date hereof and until the Conversion DateClosing, Seller shall take all actions reasonably requested by Buyer or any registrar or social media platform to transfer ownership and Purchaser full control of the domain names and any social media accounts included in the Purchased Assets (including hxxxx://xxxxxxxxxxx.xxx) to Buyer. Seller shall each from time to time upon time, and without cost to Buyer, reasonably cooperate in facilitating the reasonable request transfer to Buyer of the other party cooperate domain names and social media accounts with such registrar(s) or social media platform(s) and will follow the other party rules designated thereby to provide each other effect such transfer, including reasonably responding to any communications from such registrar(s) or social media platform(s) confirming the transfer of the domain names or social media accounts to Buyer’s ownership and administrative control. (d) As promptly as reasonably practicable following the MerchantsClosing, Agent Banksand in any event not later than 30 days following the Closing, Independent Sales Organizations and Related Parties that are parties to Seller shall take all actions reasonably necessary to: (i) change the Merchant Agreements, Agent Bank Agreements, ISO Agreements and Related Agreements included within the Transferred Assets with information regarding the Year 2000 compliance status corporate name of Seller to delete the name “Southern Hydraulic Cylinder” or any derivative thereof, (ii) change Seller’s registered office addresses and Purchaser. The information that may be requested may consist principal place of brief summaries of business to a location other than the testing and analysis which Seller or Purchaser has performed, any exceptions to Year 2000 compliance (including a brief summary of plans for dealing with the exceptions)Real Property, and (iii) to file appropriate notices of such changes with any other information required to be provided to such Merchants, Agent Banks, Independent Sales Organizations or Related Parties by applicable law. Both Seller and Purchaser understand and agree that nothing in this Section 1.3(c) is intended, or shall be construed, as a representation or warranty regarding the Year 2000 compliance status of Seller, Purchaser or any other Person, and that neither Seller nor Purchaser shall make any representation or warranty, or provide any information, regarding the other party's Year 2000 compliance status without the express prior written consent of the other partyGovernmental Authorities.

Transition Cooperation. (a) From and after The parties shall cooperate between the date hereof and until Closing to take such actions, including preparation and planning, reasonably necessary to ensure that the Conversion DateSellers and Buyer are able to fully perform the Services (as defined in the Transition Services Agreement) and other obligations required to be performed by them beginning on the Closing Date pursuant to the Transition Services Agreement in, Seller subject to the following sentence, substantially the form attached as Exhibit D hereto, and Purchaser shall use all commercially reasonable efforts that Buyer is able to operate the Business, immediately following the Closing and to transition to operating the Business on a standalone basis as soon as reasonably practicable thereafter. The parties acknowledge and agree that there are further information and details that need to be incorporated or modified prior to the Closing in assisting the other party draft schedules to the Transition Services Agreement included with the "conversion" form thereof attached as Exhibit D hereto, including, among other things, (i) the inclusion of additional services that would constitute Omitted Services (as defined the Transition Services Agreement) if such services were incorporated into the schedules of the Merchant Acquiring Transition Services Agreement during the six (6) month period following the Closing, (ii) the finalization of the information technology schedule, and (iii) in order to insure that Buyer can operate the Business herein contemplated following the Closing in a manner substantially consistent with the Sellers’ operation of the Business prior to the Closing and at costs under the Transition Services Agreement that, if not specified in the Transition Services Agreement, are at Sellers’ actual cost. Accordingly, prior to the Closing, Buyer and the transition of the Merchant Acquiring Business from Seller to Purchaser. Regarding any Merchant Agreements included in the Transferred Assets, Seller also Sellers shall each use all their respective commercially reasonable efforts to encourage negotiate in good faith and mutually agree upon final versions (subject to any updates or modifications made following the Merchants Closing in accordance with the terms of the Transition Services Agreement) of the schedules to the Transition Services Agreement. In addition, between the date hereof and Closing, (x) explicit step-downs in Service Fees and timing are to be mutually determined in good faith by Buyer and the Sellers (taking into consideration both the timing and cost of Seller contract renewals associated with providing the Services, if applicable) on a Service-by-Service basis with the objective of minimizing costs for both Buyer and the Sellers and (y) Buyer and the Sellers shall cooperate in good faith to prepare a pre-approval process with respect to costs and expenses incurred by each Party that are parties thereto would be subject to continue doing business with Purchaser under any such Merchant Agreementsthe sharing arrangement set forth in Section 4.4 of the Transition Services Agreement. (b) Without limiting Buyer and the generality Sellers shall cooperate in good faith to formalize the cost-sharing arrangement described in Item 4 of Section 2.10(a) to the foregoingDisclosure Schedules and, promptly following subject to obtaining any necessary landlord consents (which the execution of this Agreementparties hereto shall use commercially reasonable efforts to obtain), Seller shall cause to be delivered to a related sublease, in each such Merchant a noticecase, in form and substance mutually reasonably acceptable to Seller each of Buyer and Purchaser, of the assignment by Seller to Purchaser, effective as of the Closing Date, of all rights in and to such Merchant Agreements. If Seller and Purchaser so agree, such notice may inform each such Merchant of Purchaser's intention to convert that Merchant from the Mellon Payment Processing System to Purchaser's network, as well as to a clearing bank and merchant accounting system designated by Purchaser. (c) From and after the date hereof and until the Conversion Date, Seller and Purchaser shall each from time to time upon the reasonable request of the other party cooperate with the other party to provide each other and the Merchants, Agent Banks, Independent Sales Organizations and Related Parties that are parties Domtar prior to the Merchant Agreements, Agent Bank Agreements, ISO Agreements and Related Agreements included within the Transferred Assets with information regarding the Year 2000 compliance status of Seller and Purchaser. The information that may be requested may consist of brief summaries of the testing and analysis which Seller or Purchaser has performed, any exceptions to Year 2000 compliance (including a brief summary of plans for dealing with the exceptions), and any other information required to be provided to such Merchants, Agent Banks, Independent Sales Organizations or Related Parties by applicable law. Both Seller and Purchaser understand and agree that nothing in this Section 1.3(c) is intended, or shall be construed, as a representation or warranty regarding the Year 2000 compliance status of Seller, Purchaser or any other Person, and that neither Seller nor Purchaser shall make any representation or warranty, or provide any information, regarding the other party's Year 2000 compliance status without the express prior written consent of the other partyClosing.