Common use of Transition; Informational Systems Conversion Clause in Contracts

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 adversely affect in any material respect its rights under any such Contracts in the event the Closing does not occur. First Choice shall pay any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.16. Such access as contemplated by this Section 5.16 shall be conducted by Enterprise in a manner which does not adversely affect the normal operations of First Choice or First Choice Bank and neither First Choice nor First Choice Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice or First Choice Bank or contravene any binding Contract entered into prior to the date of this Agreement or any Law, Order or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a Superior Proposal, a First Choice Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First Choice’s or First Choice Bank’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including investment bankers), agents’, or other representatives’, consideration of, or deliberations regarding, the transactions contemplated by this Agreement.

Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise Parent and First Choice Company shall use its Commercially Reasonable Efforts to facilitate the integration of First Choice Company and First Choice Company Subsidiaries with the business of Enterprise Parent and Enterprise Parent 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 Company and First Choice Company 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 EnterpriseParent, 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 Company shall, subject to any such applicable Laws: (i) reasonably cooperate with Enterprise Parent to establish a project plan as specified by Enterprise Parent to effectuate the Informational Systems Conversion; (ii) use Commercially Reasonable Efforts to have First Choice’s Company'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 Parent for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (iv) provide reasonable access to First Choice’s Company'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 Company or any First Choice Company Subsidiary is bound, if requested to do so by EnterpriseParent, to the extent permitted by such Contracts; provided, that First Choice Company shall not be required to take any action under this Section 5.16 5.15 that, after consultation with Enterprise Parent regarding First Choice’s Company's concerns in the matter, is reasonably likely to prejudice or adversely affect in any material respect its rights under any such Contracts in the event the Closing does not occur. First Choice Company shall pay any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.165.15. Such access as contemplated by this Section 5.16 5.15 shall be conducted by Enterprise Parent in a manner which does not adversely affect the normal operations of First Choice Company or First Choice Company Bank and neither First Choice Company nor First Choice Company Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice Company or First Choice Company Bank or contravene any binding Contract entered into prior to the date of this Agreement or any Law, Order or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a Superior Proposal, a First Choice Company Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First Choice’s Company's or First Choice Company Bank’s 's directors’', officers’', employees’', accountants’', counsels’', advisors’ ' (including investment bankers), agents’', or other representatives’', consideration of, or deliberations regarding, the transactions contemplated by this Agreement.

Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise Buyer and First Choice Company shall use its Commercially Reasonable Efforts their commercially reasonable efforts to facilitate the integration of First Choice and First Choice Subsidiaries Company with the business of Enterprise and Enterprise Subsidiaries 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 First Choice Company and First Choice each of its 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 occuroccur at, as may be elected in writing by Buyer to Company after the Closing Date date hereof and at prior to filing the application for the Regulatory Approvals, (a) the time that is immediately following the Merger and the Bank Merger or (b) such later date as may be specified by EnterpriseBuyer, in each case, 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 Company shall, subject to any such applicable Laws: (i) reasonably cooperate with Enterprise Buyer to establish a project plan as specified by Enterprise Buyer to effectuate the Informational Systems Conversion; (ii) use Commercially Reasonable Efforts its commercially reasonable efforts to have First ChoiceCompany’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 its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Enterprise Buyer for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (iv) provide reasonable access to First ChoiceCompany’s personnel and facilities and and, with the consent of its outside contractors, 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 contracts of outside data, item and other processing contractors or other third-party vendors to which First Choice Company or any First Choice Subsidiary is bound, of its Subsidiaries are bound if requested to do so by Enterprise, Buyer to the extent permitted by such Contractscontracts; provided, that First Choice Company shall not be required to take any action under this Section 5.16 5.14 that, after consultation with Enterprise Buyer regarding First ChoiceCompany’s concerns in the matter, is reasonably likely to would prejudice or adversely affect in any material respect its rights under any such Contracts contracts in the event the Closing does not occur. First Choice Buyer shall pay promptly reimburse Company for any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.165.14. Such access as contemplated by this Section 5.16 5.14 shall be conducted by Enterprise Buyer in a manner which does not adversely affect the normal operations of First Choice Company or First Choice Company Bank and neither First Choice Company nor First Choice Company Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice Company or First Choice Company Bank or contravene any binding Contract agreement entered into prior to the date of this Agreement or any Law, Order Law or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a and Superior Proposal, a First Choice Company Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First ChoiceCompany’s or First Choice Company Bank’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including advisors’(including investment bankers), ) agents’, or other representatives’, consideration of, or deliberations regarding, the transactions contemplated by this Agreement; or (iv) the disclosure which would violate applicable Law.

Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise and First Choice Seacoast shall use its Commercially Reasonable Efforts to facilitate the integration of First Choice Seacoast and First Choice Seacoast 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 Seacoast and First Choice Seacoast 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 Seacoast 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 ChoiceSeacoast’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 ChoiceSeacoast’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 Seacoast or any First Choice Seacoast Subsidiary is bound, if requested to do so by Enterprise, to the extent permitted by such Contracts; provided, that First Choice Seacoast shall not be required to take any action under this Section 5.16 5.15 that, after consultation with Enterprise regarding First ChoiceSeacoast’s concerns in the matter, is reasonably likely to prejudice or adversely affect in any material respect its rights under any such Contracts in the event the Closing does not occur. First Choice Seacoast shall pay any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.165.15. Such access as contemplated by this Section 5.16 5.15 shall be conducted by Enterprise in a manner which does not adversely affect the normal operations of First Choice Seacoast or First Choice Seacoast Bank and neither First Choice Seacoast nor First Choice Seacoast Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice Seacoast or First Choice Seacoast Bank or contravene any binding Contract entered into prior to the date of this Agreement or any Law, Order or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a Superior Proposal, a First Choice Seacoast Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First ChoiceSeacoast’s or First Choice Seacoast Bank’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including investment bankers), agents’, or other representatives’, consideration of, or deliberations regarding, the transactions contemplated by this Agreement.

Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise Buyer and First Choice Company shall use its Commercially Reasonable Efforts their commercially reasonable efforts to facilitate the integration of First Choice and First Choice Subsidiaries Company with the business of Enterprise and Enterprise Subsidiaries 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 First Choice Company and First Choice each of its 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 occuroccur at, as may be elected in writing by Buyer to Company after the Closing Date date hereof and at prior to filing the application for the Regulatory Approvals, (a) the time that is immediately following the Merger and the Bank Merger or (b) such later date as may be specified by EnterpriseBuyer, in each case, 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 Company shall, subject to any such applicable Laws: (i) reasonably cooperate with Enterprise Buyer to establish a project plan as specified by Enterprise Buyer to effectuate the Informational Systems Conversion; (ii) use Commercially Reasonable Efforts commercially reasonable efforts to have First ChoiceCompany’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 commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Enterprise Buyer for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (iv) provide reasonable access to First ChoiceCompany’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 contracts of outside data, item and other processing contractors or other third-party vendors to which First Choice Company or any First Choice Subsidiary is bound, of its Subsidiaries are bound if requested to do so by Enterprise, Buyer to the extent permitted by such Contractscontracts; provided, that First Choice Company shall not be required to take any action under this Section 5.16 5.15 that, after consultation with Enterprise Buyer regarding First ChoiceCompany’s concerns in the matter, is reasonably likely to would prejudice or adversely affect in any material respect its rights under any such Contracts contracts in the event the Closing does not occur. First Choice Company shall pay any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.165.15. Such access as contemplated by this Section 5.16 5.15 shall be conducted by Enterprise Buyer in a manner which does not adversely affect the normal operations of First Choice Company or First Choice Company Bank and neither First Choice Company nor First Choice Company Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice the Company or First Choice Company Bank or contravene any binding Contract agreement entered into prior to the date of this Agreement or any Lawlaw, Order rule, regulation, order, judgment, decree or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a and Superior Proposal, a First Choice Company Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First Choicethe Company’s or First Choice Company Bank’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including investment bankers), agents’, or other representatives’, consideration of, or deliberations regarding, the transactions contemplated by this Agreement; or (iv) the disclosure which would violate applicable Law.

Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise Parent and First Choice Company shall use its Commercially Reasonable Efforts to facilitate the integration of First Choice Company and First Choice Company Subsidiaries with the business of Enterprise Parent and Enterprise Parent 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 Company and First Choice Company 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 EnterpriseParent, 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 Company shall, subject to any such applicable Laws: (i) reasonably cooperate with Enterprise Parent to establish a project plan as specified by Enterprise Parent to effectuate the Informational Systems Conversion; (ii) use Commercially Reasonable Efforts to have First ChoiceCompany’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 Parent for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (iv) provide reasonable access to First ChoiceCompany’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 Company or any First Choice Company Subsidiary is bound, if requested to do so by EnterpriseParent, to the extent permitted by such Contracts; provided, that First Choice Company shall not be required to take any action under this Section 5.16 5.15 that, after consultation with Enterprise Parent regarding First ChoiceCompany’s concerns in the matter, is reasonably likely to prejudice or adversely affect in any material respect its rights under any such Contracts in the event the Closing does not occur. First Choice Company shall pay any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.165.15. Such access as contemplated by this Section 5.16 5.15 shall be conducted by Enterprise Parent in a manner which does not adversely affect the normal operations of First Choice Company or First Choice Company Bank and neither First Choice Company nor First Choice Company Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice Company or First Choice Company Bank or contravene any binding Contract entered into prior to the date of this Agreement or any Law, Order or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a Superior Proposal, a First Choice Company Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First ChoiceCompany’s or First Choice Company Bank’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including investment bankers), agents’, or other representatives’, consideration of, or deliberations regarding, the transactions contemplated by this Agreement.

Transition; Informational Systems Conversion. (a) From and after the date hereof, each of Enterprise Parent and First Choice the Company shall use its Commercially Reasonable Efforts their commercially reasonable efforts to facilitate the integration of First Choice and First Choice Subsidiaries the Company with the business of Enterprise and Enterprise Subsidiaries Parent following consummation of the transactions contemplated hereby, 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 the Company and First Choice Subsidiaries Company Bank (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 occur at (i) the Closing Date and at time that is immediately following the Integrated Mergers or (ii) such later date as may be specified by EnterpriseParent, in each case, 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 the Company shall, subject to any such applicable Laws: (iv) reasonably cooperate with Enterprise Parent to establish a project plan as specified by Enterprise Parent to effectuate the Informational Systems Conversion; (iiw) use Commercially Reasonable Efforts its commercially reasonable efforts to have First Choicethe Company’s outside contractors continue to support both the Informational Systems Conversion effort and its ongoing needs until the Informational Systems Conversion can be established; (iiix) provide, or use Commercially Reasonable Efforts its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Enterprise Parent for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (ivy) provide reasonable access to First Choicethe Company’s personnel and facilities and and, with the consent of its outside contractors, its outside contractors’ personnel and facilities, to the extent necessary to enable the Informational Systems Conversion effort to be completed on schedule; and (vz) give notice of termination, conditioned upon the completion of the transactions contemplated by this Agreement, of the Contracts contracts of outside data, item and other processing contractors or other third-party vendors to which First Choice the Company or any First Choice Subsidiary Company Bank is bound, bound if requested to do so by Enterprise, Parent to the extent permitted by such Contractscontracts; provided, that First Choice Company shall not be required to take any action under this Section 5.16 6.11 that, after consultation with Enterprise Parent regarding First Choicethe Company’s concerns in the matter, is reasonably likely to would prejudice or adversely affect in any material respect its rights under any such Contracts contracts in the event the Closing does not occur. First Choice Parent shall pay promptly reimburse the Company for any reasonable out of out-of-pocket expenses due third parties incurred in connection with the actions described in this Section 5.166.11. Such access as contemplated by this Section 5.16 6.11 shall be conducted by Enterprise Parent in a manner which does not adversely affect the normal operations of First Choice or First Choice Bank the Company, and neither First Choice nor First Choice Bank Company shall not be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice or First Choice Bank Company or contravene any binding Contract agreement entered into prior to the date of this Agreement or any Law, Order Law or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a Superior Proposal, a First Choice Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First Choice’s or First Choice Bankthe Company’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including investment bankers), ’) agents’, ’ or other representatives’, ’ consideration of, or deliberations regarding, the transactions contemplated by this Agreement; or (iii) the disclosure of which would violate applicable Law. (b) Prior to the Effective Time, the Company and Company Bank shall, subject to Section 6.11(a), take any actions Parent may reasonably request from time to time to prepare the parties for integration of the operations of the Company with Parent.

Transition; Informational Systems Conversion. From and after the date hereof, each of Enterprise Buyer and First Choice Company shall use its Commercially Reasonable Efforts their reasonable best efforts to facilitate the integration of First Choice and First Choice Subsidiaries Company with the business of Enterprise and Enterprise Subsidiaries 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 First Choice Company and First Choice each of its 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 occuroccur at, as may be elected in writing by Buyer to Company after the Closing Date date hereof and at prior to filing the application for the Regulatory Approvals, (a) the time that is immediately following the Merger and the Bank Merger or (b) such later date as may be specified by EnterpriseBuyer, in each case, 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 Company shall, subject to any such applicable Laws: (i) reasonably cooperate with Enterprise Buyer to establish a project plan as specified by Enterprise Buyer to effectuate the Informational Systems Conversion; (ii) use Commercially Reasonable Efforts its commercially reasonable efforts to have First ChoiceCompany’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 its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested by Enterprise Buyer for use in planning the Informational Systems Conversion, as soon as reasonably practicable; (iv) provide reasonable access to First ChoiceCompany’s personnel and facilities and and, with the consent of its outside contractors, 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 contracts of outside data, item and other processing contractors or other third-party vendors to which First Choice Company or any First Choice Subsidiary is bound, of its Subsidiaries are bound if requested to do so by Enterprise, Buyer to the extent permitted by such Contractscontracts; provided, that First Choice Company shall not be required to take any action under this Section 5.16 5.14 that, after consultation with Enterprise Buyer regarding First ChoiceCompany’s concerns in the matter, is reasonably likely to would prejudice or adversely affect in any material respect its rights under any such Contracts contracts in the event the Closing does not occur. First Choice Buyer shall pay promptly reimburse Company for any reasonable out of pocket expenses due third parties incurred in connection with the actions described in this Section 5.165.14. Such access as contemplated by this Section 5.16 5.14 shall be conducted by Enterprise Buyer in a manner which does not adversely affect the normal operations of First Choice Company or First Choice Company Bank and neither First Choice Company nor First Choice Company Bank shall be required to provide access to or disclose information (i) which would jeopardize the attorney-client privilege of First Choice the Company or First Choice Company Bank or contravene any binding Contract agreement entered into prior to the date of this Agreement or any Lawlaw, Order rule, regulation, order, judgement, decree or fiduciary duty, (ii) except as otherwise provided in this Agreement, relating to an Acquisition Proposal, a and Superior Proposal, a First Choice Company Subsequent Determination or any matters related thereto, or (iii) except as otherwise provided in this Agreement, related to First Choicethe Company’s or First Choice Company Bank’s directors’, officers’, employees’, accountants’, counsels’, advisors’ (including advisors’(including investment bankers), ) agents’, or other representatives’, consideration of, or deliberations regarding, the transactions contemplated by this Agreement; or (iv) the disclosure which would violate applicable Law.