Transition; Informational Systems Conversion. From and after the date hereof, Buyer and Company shall use their commercially reasonable efforts to facilitate the integration of Company with the business of Buyer following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of Company and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by Buyer, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of Company and each of its Subsidiaries; (b) non-renewal, after the Effective Time, of personal property leases and software licenses used by of Company and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. Buyer shall promptly reimburse Company for any reasonable out-of-pocket fees, expenses or charges that Company may incur as a result of taking, at the request of Buyer, any action to facilitate the Informational Systems Conversion.
Transition; Informational Systems Conversion. From and after the date hereof, BFC and DBI will use their commercially reasonable efforts to facilitate the integration of DBI with the business of BFC following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of DBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by BFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of DBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by DBI and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. BFC shall promptly reimburse DBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that DBI may incur as a result of taking, at the request of BFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.
Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise and First Choice shall use its Commercially Reasonable Efforts to facilitate the integration of First Choice and First Choice Subsidiaries with the business of Enterprise and Enterprise Subsidiaries following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of First Choice and First Choice Subsidiaries (the “Informational Systems Conversion”) in such a manner reasonably sufficient to provide reasonable assurances that a successful Informational Systems Conversion will occur. The Informational Systems Conversion will occur, after the Closing Date and at such date as may be specified by Enterprise, subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. Without limiting the generality of the foregoing, First Choice shall, subject to any such applicable Laws: (i) reasonably cooperate with Enterprise to establish a project plan as specified by Enterprise to effectuate the Informational Systems Conversion; (ii) use Commercially Reasonable Efforts to have First Choice’s outside contractors continue to support both the Informational Systems Conversion effort and its ongoing needs until the Informational Systems Conversion can be established; (iii) provide, or use Commercially Reasonable Efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Enterprise for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (iv) provide reasonable access to First Choice’s personnel and facilities and its outside contractors’ personnel and facilities, to the extent necessary to enable the Informational Systems Conversion effort to be completed on schedule; and (v) give notice of termination, conditioned upon the completion of the transactions contemplated by this Agreement, of the Contracts of outside data, item and other processing contractors or other third-party vendors to which First Choice or any First Choice Subsidiary is bound, if requested to do so by Enterprise, to the extent permitted by such Contracts; provided, that First Choice shall not be required to take any action under this Section 5.16 that, after consultation with Enterprise regarding First Choice’s concerns in the matter, is reasonably likely to prejudice or adver...
Transition; Informational Systems Conversion. From and after the date hereof, BWFG and QBT shall use their reasonable best efforts to facilitate the integration of QBT with the business of BWFG following consummation of the Transactions, and shall meet on a regular basis to discuss and plan for the conversion of QBT’s data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by BWFG and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of QBT’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by QBT in connection with its systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. QBT shall take all action which is necessary and appropriate to facilitate the Informational Systems Conversion; provided, however, that BWFG shall indemnify QBT for requested expenses or charges that QBT may incur as a result of taking, at the written request of BWFG, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by BWFG and/or QBT in accordance with Section 7.01(a), 7.01(b), 7.01(c) or 7.01(f), or by QBT only in accordance with Section 7.01(d) or 7.01(e), BWFG shall indemnify QBT for any reasonable fees, expenses or charges related to reversing the Informational Systems Conversion.
Transition; Informational Systems Conversion. From and after the date of this Agreement, Buyer and Company shall use their commercially reasonable efforts to facilitate the integration of Company with the business of Buyer following consummation of the transactions contemplated by this Agreement, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of Company and each of its Subsidiaries (the “Information Systems Conversion”) to those used by Buyer, which planning shall include, but not be limited to: (a) discussion of third-party service provider arrangements of Company and each of its Subsidiaries; (b) non-renewal, after the Effective Time, of personal property leases and software licenses used by Company and each of its Subsidiaries in connection with systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time; provided, however, that Company will not be required to take any actions or provide any information pursuant to this Section 5.15 that would, in the Company’s reasonable determination, violate applicable federal, state or local statutes, Laws, regulations, ordinances, rules, judgments, orders or decrees related to data protection or privacy. Buyer shall promptly reimburse Company for any reasonable out-of-pocket fees, expenses, or charges that Company may incur as a result of taking, at the request of Buyer, any action to facilitate the Information Systems Conversion.
Transition; Informational Systems Conversion. From and after the date hereof, CZFS and HVBC shall use their reasonable best efforts to facilitate the integration of HVBC with the business of CZFS following consummation of the transactions contemplated by this Agreement, and shall meet on a regular basis to discuss and plan for the conversion of HVBC’s data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by CZFS and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of HVBC’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by HVBC in connection with its systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. The parties acknowledge and agree that CZFS intends to complete the Informational Systems Conversion in the same week in which the Closing occurs and each of the parties shall use its commercially reasonable effort to facilitate the Informational Systems Conversion completion in such week; provided, however, the parties acknowledge and agree that (i) the intention to complete the Information Systems Conversion in the same week in which the Closing occurs shall not be required of the parties, and (ii) the parties shall effectuate the Merger pursuant to Section 1.07 and Article VI of this Agreement notwithstanding that the Information Systems Conversion may not occur in the same week in which the Closing occurs. In furtherance of the foregoing, HVBC shall take all action which is necessary and appropriate to facilitate the Informational Systems Conversion; provided, however, that CZFS shall pay all out of pocket fees, expenses or charges that HVBC may incur as a result of taking, at the request of CZFS, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by CZFS and/or HVBC in accordance with Section 7.01(a), Section 7.01(c) or Section 7.01(f), or by HVBC only in accordance with Section 7.01(d) or Section 7.01(e), CZFS shall pay to HVBC all reasonable fees, expenses or charges related to reversing the Informational Systems Conversion within ten (10) Business Days of HVBC providing CZFS written evidence of such fees, expenses or ...
Transition; Informational Systems Conversion. From and after the date hereof, NBT and Exxxx shall each use their reasonable best efforts to facilitate the integration of Exxxx with the business of NBT following consummation of the transactions contemplated by this Agreement, and shall meet on a regular basis to discuss and plan for the conversion of Exxxx’x data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by NBT and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of Exxxx’x third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by Exxxx in connection with its systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. If this Agreement is terminated by NBT and/or Exxxx in accordance with Section 7.01(a), Section 7.01(c), or Section 7.01(f), or by Exxxx only in accordance with Section 7.01(d) or Section 7.01(e), NBT shall pay to Exxxx all reasonable fees, expenses or charges related to reversing the Informational Systems Conversion within ten (10) Business Days of Exxxx providing NBT written evidence of such fees, expenses or charges.
Transition; Informational Systems Conversion. From and after the date hereof, CenterState and Charter shall use their commercially reasonable efforts to facilitate the integration of Charter with the business of CenterState following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of Charter and CharterBank (the “Informational Systems Conversion”) to those used by CenterState, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of Charter and CharterBank; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by Charter and CharterBank in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time.
Transition; Informational Systems Conversion. From and after the date hereof, FBMS and HSBI will use their commercially reasonable efforts to facilitate the integration of HSBI with the business of FBMS following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of HSBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMS, which planning shall include (a) discussion of third-party service provider arrangements of HSBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and Software licenses used by HSBI and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS shall promptly reimburse HSBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that HSBI may incur as a result of taking, at the request of FBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.
Transition; Informational Systems Conversion. From and after the date hereof, CenterState and HCBF will use their commercially reasonable efforts to facilitate the integration of HCBF with the business of CenterState following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of HCBF and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by CenterState, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of HCBF and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by HCBF and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. CenterState shall promptly reimburse HCBF on request for any reasonable and documented out-of-pocket fees, expenses or charges that HCBF may incur as a result of taking, at the request of CenterState, any action prior to the Effective Time to facilitate the Informational Systems Conversion.
