Common use of Transition; Informational Systems Conversion Clause in Contracts

Transition; Informational Systems Conversion. From and after the date hereof, SMBK and PFG will use their commercially reasonable efforts to facilitate the integration of PFG with the business of SMBK 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 PFG and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBK, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG 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. SMBK shall promptly reimburse PFG on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG may incur as a result of taking, at the request of SMBK, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK FBMS and PFG FFB will use their commercially reasonable efforts to facilitate the integration of PFG FFB with the business of SMBK 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 PFG FFB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKFBMS, which planning shall include, but not be limited to, include (a) discussion of third-party service provider arrangements of PFG FFB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software Software licenses used by PFG FFB 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. SMBK FBMS shall promptly reimburse PFG FFB on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG FFB may incur as a result of taking, at the request of SMBKFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK FBMS and PFG FPB will use their commercially reasonable efforts to facilitate the integration of PFG FPB with the business of SMBK 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 PFG FPB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKFBMS, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG FPB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG FPB 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. SMBK FBMS shall promptly reimburse PFG FPB on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG FPB may incur as a result of taking, at the request of SMBKFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK CBAN and PFG LBC will use their commercially reasonable efforts to facilitate the integration of PFG LBC with the business of SMBK CBAN 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 PFG LBC and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKCBAN, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG LBC and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG LBC 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. SMBK CBAN shall promptly reimburse PFG LBC on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG LBC may incur as a result of taking, at the request of SMBKCBAN, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK FBMS and PFG SSNF will use their commercially reasonable efforts to facilitate the integration of PFG SSNF with the business of SMBK 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 PFG SSNF and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKFBMS, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG SSNF and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG SSNF 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. SMBK FBMS shall promptly reimburse PFG SSNF on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG SSNF may incur as a result of taking, at the request of SMBKFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK FBMS and PFG HSBI will use their commercially reasonable efforts to facilitate the integration of PFG HSBI with the business of SMBK 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 PFG HSBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKFBMS, which planning shall include, but not be limited to, include (a) discussion of third-party service provider arrangements of PFG HSBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software Software licenses used by PFG 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. SMBK FBMS shall promptly reimburse PFG HSBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG HSBI may incur as a result of taking, at the request of SMBKFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK BFC and PFG HTB will use their commercially reasonable efforts to facilitate the integration of PFG HTB with the business of SMBK 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 PFG HTB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKBFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG HTB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG HTB 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. SMBK BFC shall promptly reimburse PFG HTB on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG HTB may incur as a result of taking, at the request of SMBKBFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK FBMS and PFG BBI will use their commercially reasonable efforts to facilitate the integration of PFG BBI with the business of SMBK 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 PFG BBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKFBMS, which planning shall include, but not be limited to, include (a) discussion of third-party service provider arrangements of PFG BBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software Software licenses used by PFG BBI 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. SMBK FBMS shall promptly reimburse PFG BBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG BBI may incur as a result of taking, at the request of SMBKFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK BFC and PFG DBI will use their commercially reasonable efforts to facilitate the integration of PFG DBI with the business of SMBK 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 PFG DBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKBFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG DBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG 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. SMBK BFC shall promptly reimburse PFG DBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG DBI may incur as a result of taking, at the request of SMBKBFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK and PFG SCB will use their commercially reasonable efforts to facilitate the integration of PFG SCB with the business of SMBK 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 PFG SCB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBK, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG SCB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG SCB 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. SMBK shall promptly reimburse PFG SCB on request for any reasonable and documented out-of-pocket fees, expenses expenses, or charges that PFG SCB may incur as a result of taking, at the request of SMBK, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK Buyer and PFG will FNB shall use their commercially reasonable efforts to facilitate the integration of PFG FNB with the business of SMBK 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 PFG FNB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKBuyer, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG FNB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG FNB 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. SMBK Buyer shall promptly reimburse PFG FNB on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG FNB may incur as a result of taking, at the request of SMBKBuyer, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK CBAN and PFG SCSG will use their commercially reasonable efforts to facilitate the integration of PFG SCSG with the business of SMBK CBAN 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 PFG SCSG and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKCBAN, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG SCSG and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG SCSG 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. SMBK CBAN shall promptly reimburse PFG SCSG on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG SCSG may incur as a result of taking, at the request of SMBKCBAN, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK KBI and PFG will MFC shall use their commercially reasonable efforts to facilitate the integration of PFG MFC with the business of SMBK KBI 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 PFG MFC and each of its Subsidiaries MFC Subsidiary (the “Informational Systems Conversion”) to those used or to be used by SMBKKBI, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG MFC and each of its SubsidiariesMFC Subsidiary; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG MFC and each of its Subsidiaries MFC Subsidiary 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. SMBK KBI shall promptly reimburse PFG MFC on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG MFC may incur as a result of taking, at the request of SMBKKBI, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK FBMS and PFG SSNF will use their commercially reasonable efforts to facilitate the integration of PFG SSNF with the business of SMBK 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 PFG SSNF and each of its Subsidiaries (the “"Informational Systems Conversion”") to those used by SMBKFBMS, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG SSNF and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG SSNF 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. SMBK FBMS shall promptly reimburse PFG SSNF on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG SSNF may incur as a result of taking, at the request of SMBKFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Transition; Informational Systems Conversion. From and after the date hereof, SMBK BFC and PFG PCB will use their commercially reasonable efforts to facilitate the integration of PFG PCB with the business of SMBK 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 PFG PCB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by SMBKBFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of PFG PCB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by PFG PCB 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. SMBK BFC shall promptly reimburse PFG PCB on request for any reasonable and documented out-of-pocket fees, expenses or charges that PFG PCB may incur as a result of taking, at the request of SMBKBFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.