Common use of Transition; Informational Systems Conversion Clause in Contracts

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 charges.

Transition; Informational Systems Conversion. From and after the date hereof, CZFS SBBX and HVBC CBBC shall use their reasonable best efforts to facilitate the integration of HVBC CBBC with the business of CZFS SBBX following consummation of the transactions contemplated by this Agreementhereby, and shall meet on a regular basis to discuss and plan for the conversion of HVBCCBBC’s data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by CZFS SBBX and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of HVBCCBBC’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by HVBC CBBC 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 , it being understood 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 CBBC shall not be required of obligated to take any such action prior to the partiesEffective Time and, and (ii) unless CBBC otherwise agrees in writing, no conversion shall take place prior to 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 occursEffective Time. In furtherance the event that CBBC takes, at the request of the foregoingSBBX, HVBC shall take all any action which is necessary and appropriate relative to third parties to facilitate the Informational Systems Conversion; provided, however, that CZFS SBBX shall pay all out of indemnify CBBC for any out-of-pocket fees, expenses or charges that HVBC CBBC may incur as a result of taking, at the request of CZFSSBBX, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by CZFS SBBX and/or HVBC CBBC in accordance with Section 7.01(a), Section 7.01(b), 7.01(c) or Section 7.01(f), or by HVBC CBBC only in accordance with Section 7.01(d), 7.01(e) or Section 7.01(e7.01(h)(ii), CZFS SBBX shall pay to HVBC all reasonable indemnify CBBC for any 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 chargesConversion.

Transition; Informational Systems Conversion. From and after the date hereof, CZFS SBBX and HVBC EBNJ shall use their reasonable best efforts to facilitate the integration of HVBC EBNJ with the business of CZFS SBBX following consummation of the transactions contemplated by this Agreement, and shall meet on a regular basis to discuss and plan for the conversion of HVBCEBNJ’s data processing and related electronic informational systems (the “Informational Systems Conversion”) to those used by CZFS SBBX and its Subsidiaries, which planning shall include, but not be limited to: (a) discussion of HVBCEBNJ’s third-party service provider arrangements; (b) non-renewal of personal property leases and software licenses used by HVBC EBNJ 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 EBNJ shall take all action which is necessary and appropriate to facilitate the Informational Systems Conversion; provided, however, that CZFS SBBX shall pay all out of out-of-pocket fees, expenses or charges that HVBC EBNJ may incur as a result of taking, at the request of CZFSSBBX, any action to facilitate the Informational Systems Conversion. If this Agreement is terminated by CZFS SBBX and/or HVBC EBNJ in accordance with Section 7.01(a), Section 7.01(b), 7.01(c) or Section 7.01(f), or by HVBC EBNJ only in accordance with Section 7.01(d), 7.01(e) or Section 7.01(e7.01(g)(v), CZFS SBBX shall pay to HVBC EBNJ all reasonable fees, expenses or charges related to reversing the Informational Systems Conversion within ten (10) Business Days business days of HVBC EBNJ providing CZFS SBBX written evidence of such fees, expenses or charges.