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.
Appears in 2 contracts
Samples: Merger Agreement (Bankwell Financial Group, Inc.), Merger Agreement (Bankwell Financial Group, Inc.)
Transition; Informational Systems Conversion. From and after the date hereof, BWFG WFD and QBT CBNK shall use their reasonable best efforts to facilitate the integration of QBT CBNK with the business of BWFG WFD following consummation of the Transactions, and shall meet on a regular basis to discuss and plan for the conversion of QBTCBNK’s data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by BWFG WFD and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of QBTCBNK’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by QBT CBNK 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 CBNK shall take all action which is necessary and appropriate to facilitate the Informational Systems Conversion; provided, however, that BWFG WFD shall indemnify QBT CBNK for requested any reasonable out-of-pocket fees, expenses or charges that QBT CBNK may incur as a result of taking, at the written request of BWFGWFD, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by BWFG WFD and/or QBT CBNK in accordance with Section 7.01(a), 7.01(b), 7.01(c) or 7.01(f), or by QBT CBNK only in accordance with Section 7.01(d), 7.01(e) or 7.01(e7.01(g)(ii), BWFG WFD shall indemnify QBT CBNK for any reasonable fees, expenses or charges related to reversing the Informational Systems Conversion.
Appears in 2 contracts
Samples: Merger Agreement (Westfield Financial Inc), Merger Agreement (Chicopee Bancorp, Inc.)
Transition; Informational Systems Conversion. From and after the date hereof, BWFG NHTB and QBT FBFC shall use their reasonable best efforts to facilitate the integration of QBT FBFC with the business of BWFG NHTB following consummation of the Transactions, and shall meet on a regular basis to discuss and plan for the conversion of QBTFBFC’s its Subsidiaries’ data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by BWFG NHTB and its Subsidiaries, which planning shall include, but not be limited to: , (a) discussion of QBTFBFC’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by QBT FBFC 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 FBFC shall take all action which is necessary and appropriate to facilitate the Informational Systems Conversion; provided, however, that BWFG NHTB shall indemnify QBT FBFC for requested any reasonable out-of-pocket fees, expenses or charges that QBT FBFC may incur as a result of taking, at the written request of BWFGNHTB, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by BWFG NHTB and/or QBT FBFC in accordance with Section Sections 7.01(a), 7.01(b(b), 7.01(c) (c), or 7.01(f(f), or by QBT FBFC only in accordance with Section Sections 7.01(d), (e) or 7.01(e(g), BWFG NHTB shall indemnify QBT FBFC for any reasonable fees, expenses or charges related to reversing the Informational Systems Conversion.
Appears in 1 contract
Samples: Merger Agreement (New Hampshire Thrift Bancshares Inc)
Transition; Informational Systems Conversion. From and after the date hereof, BWFG NHTB and QBT TNB shall use their reasonable best efforts to facilitate the integration of QBT TNB with the business of BWFG NHTB following consummation of the Transactions, and shall meet on a regular basis to discuss and plan for the conversion of QBTTNB’s data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by BWFG NHTB and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of QBTTNB’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by QBT TNB 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 TNB shall take all action which is necessary and appropriate to facilitate the Informational Systems Conversion; provided, however, that BWFG NHTB shall indemnify QBT TNB for requested any reasonable out-of-pocket fees, expenses or charges that QBT TNB may incur as a result of taking, at the written request of BWFGNHTB, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by BWFG NHTB and/or QBT TNB in accordance with Section 7.01(a), 7.01(b), 7.01(c) or 7.01(f), or by QBT TNB only in accordance with Section 7.01(d), 7.01(e) or 7.01(e7.01(g), BWFG NHTB shall indemnify QBT TNB for any reasonable fees, expenses or charges related to reversing the Informational Systems Conversion.
Appears in 1 contract
Samples: Merger Agreement (New Hampshire Thrift Bancshares Inc)