Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen (15) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchesBranches and the Relationship Managers: (a) Not later than fifteen seven (157) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwardingother than with respect to the Relationship Accounts, RightFax forwarding, phone forwarding servicesas applicable. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within Not later than thirty (30) calendar days after the date of this Agreement, but in no event Seller shall the delivery deliver to Purchaser the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreementfiles. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after Upon the date reasonable request of this AgreementPurchaser, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller will cooperate with all information related to Purchaser and its Affiliates will make available from time to time prior to the Closing Date, at Purchaser’s expense (at the hourly rates set forth in Schedule 4.1(d)), a reasonable number of technical personnel for consultation with Purchaser concerning matters other than the matters referred to in this Section 4.1; provided that is reasonably requested by Sellerthere shall be no charge for consultations of less than one (1) hour duration. (e) Not later than thirty (30) calendar days Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this AgreementAgreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and that are not specifically addressed in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notificationsthis Article IV.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchesBranch: (a) Not later than fifteen thirty (1530) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more Not later than forty-five (45) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than Purchaser and Seller each will identify to the other within fifteen (15) calendar days after the date hereof, one of this Agreement, Purchaser their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall complete Seller’s information security assessment and, serve in connection therewith, Purchaser shall promptly provide that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after will make available at Purchaser’s request during the period from the date of this Agreement, Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and Seller shall mutually agree upon (i) a calendar for all customer notifications other than the matters referred to be sent pursuant to and in accordance with this Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notifications4.1.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen thirty (1530) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty Not later than sixty (3060) calendar days after the date of this Agreement, but in no event Seller shall deliver to Purchaser the delivery the mutually agreed upon specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreementfiles. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the LoansDeposits. (d) Not later than fifteen (15) calendar days after From the date of this Agreement, through the Closing and for a reasonable period of time thereafter, upon the reasonable request of Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller will cooperate with all information related to Purchaser and its Affiliates that is reasonably requested by Sellerwill make available from time to time a reasonable number of technical personnel for consultation with Purchaser concerning matters other than the matters referred to in this Section 4.1. (e) Not later than thirty (30) calendar days Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this AgreementAgreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and that are not specifically addressed in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notificationsthis Article IV.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen seven (157) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference other mutually agreed upon location to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. Purchaser and Seller shall cooperate in establishing a protocol for account research requests. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser Seller and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen five (155) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the mapping specifications and data deconversion sample files. (b) Not later than five (5) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the other customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this AgreementBranch. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional filestandard core system de-related informationconversion files, including including, without limitation, complete name and address, account masterfilemaster file, ATM account number information, internet banking information, applicable b▇▇▇ pay files, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Overdraft Loans. (d) Not later than fifteen (15) calendar days after Upon the date reasonable request of this AgreementPurchaser, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller will use its reasonable efforts to cooperate with all information related to Purchaser and its Affiliates that is reasonably requested by Sellerwill make available at Purchaser’s reasonable request prior to the Closing Date a reasonable number of technical personnel for consultation with Purchaser concerning matters other than the matters referred to in this Section 4.1. (e) Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect complete the transfer of account record responsibility for the BranchesPurchased Assets and the Deposits: (a) Not later than five (5) calendar days after the date of this Agreement, Seller will provide to Purchaser, electronically or at such location as the parties may agree, (1) all Loan Documents and records related thereto as Purchaser may reasonably request in order to permit Purchaser to determine which Loans, if any, shall be excluded from the Purchased Loans and (2) copies of all Assumed Contracts in order to permit Purchaser to determine which Assumed Contracts, if any, shall be excluded from the Assumed Contracts. A/75499905.9 14 (b) In order to facilitate Purchaser's transition activities following the Closing, Seller shall use commercially reasonable efforts to obtain and collect from its customers, vendors, records and systems and shall use commercially reasonable efforts to provide to Purchaser that data described on Exhibit 4.1(b) at or prior to the times indicated on that exhibit. (c) Not later than fifteen (15) calendar days after the date of this Agreement, Seller will meet commence one or more meetings with Purchaser in person at Seller’s headquarters such location or via teleconference or video conference videoconference, as the parties may agree, to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (bd) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within its control, including information that Seller has the ability to obtain from its vendors and customers, within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement. (ce) From time to time time, prior to the Closing, but not to exceed four times, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related informationinformation within its control, including information that Seller has the ability to obtain from its vendors and customers, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Purchased Loans. (df) Not later than fifteen (15) calendar days after From time to time prior to the date of this AgreementClosing, Seller shall provide to Purchaser such information as Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information reasonably request related to customer lock box instructions, database information used for lockbox processing, inbound and outbound lockbox file requirements, layouts and sample files, sample reports, information on holds and stops, ACH set ups and authorizations for homeowners and arrangements in order for Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant in a position to and in accordance with Section 4.2 and integrate customer lock boxes as of the Closing Date. Seller agrees to transfer to Purchaser all post office boxes used for providing the Transferred Activities, which are listed on Exhibit 4.1(f) (ii) the mailing file requirements of Purchaser in connection with such customers notifications“Transferred PO Boxes”).

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen seven (157) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within Not later than thirty (30) calendar days after the date of this Agreement, but in no event Seller shall the delivery deliver to Purchaser the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreementfiles. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after Upon the date reasonable request of this AgreementPurchaser, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller will cooperate with all information related to Purchaser and its Affiliates will make available from time to time prior to the Closing Date, at Purchaser’s expense (at the hourly rates set forth in Schedule 4.1(d)), a reasonable number of technical personnel for consultation with Purchaser concerning matters other than the matters referred to in this Section 4.1; provided that is reasonably requested by Sellerthere shall be no charge for consultations of less than one (1) hour duration. (e) Not later than thirty (30) calendar days Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this AgreementAgreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and that are not specifically addressed in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notificationsthis Article IV.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen seven (157) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing Date, after Purchaser has tested and confirmed the conversion sample files, upon the reasonable request of Purchaser Seller shall provide additional file-related information. (d) Upon the reasonable request of Purchaser, Seller will cooperate with Purchaser and will make available from time to time after the date of this Agreement and prior to the Closing Date a reasonable number of technical personnel for consultation with Purchaser concerning the matters contemplated by this Section 4.1. (e) Upon the reasonable request of Purchaser, Seller will use its reasonable best efforts to assist Purchaser with respect to the continuation of any third-party vendor services to the Branches from and after the Closing Date. From the date of this Agreement until the Closing, Seller and Purchaser shall mutually agree upon (i) a calendar for all customer notifications cooperate in good faith to be sent pursuant to address any transitional issues that may arise and that are not specifically addressed in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notificationsthis Article 4.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen five (155) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s 's headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s 's relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall deliver to Purchaser complete master test files, in a form reasonably acceptable to Purchaser, no later than thirty (30) calendar days after the date of this Agreement and shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty ten (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (4510) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. Without prejudice to Purchaser's right to request information at other times in accordance with the foregoing sentence, Seller shall provide complete updated master test files, in a form reasonably acceptable to Purchaser, as of forty five (45) calendar days prior to the anticipated Closing Date and as of ten (10) calendar days prior to the anticipated Closing Date. (d) Not later than fifteen ten (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (3010) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notifications.

Transitional Arrangements. Seller and Purchaser Buyer agree to cooperate and to proceed as follows to effect the transfer conversion of account record data processing responsibility for the Branchesbusiness of the Branch: (a) Not later than fifteen twenty (1520) calendar days after the date signing of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference Buyer to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, including, without limitation, conversion sample files, procedures and schedules, for the transfer of account record responsibility; provided, however, that the data processing responsibility from Seller. Buyer shall have responsibility for all product mapping and the creation of all conversion programs and procedures but Seller shall not be obligated under will provide qualified personnel to reasonably consult and confer with Buyer to facilitate this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding servicesprocess. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty Not later than forty-five (3045) calendar days after the date of this Agreement, but in no event Seller shall the delivery deliver to Buyer the specifications and conversion sample files occur more files. Seller shall have no obligation to furnish Buyer with any customer information other than forty-five (45) calendar days after that which is necessary for purposes of the date of this AgreementP & A Transaction. (c) From time to time prior to the Closing, after Purchaser Buyer has tested and confirmed the conversion sample files, Purchaser Buyer may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen sixty (1560) calendar days after the date of this Agreement, Purchaser Seller shall complete Seller’s provide Buyer with (i) files of all applicable Check/Savings/Signatures that Seller has for the Deposits and related special instructions and (ii) name/address and account information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with on all information products related to Purchaser the Deposits, including, without limitation, Safe Deposit Box accounting, cash management services, telephone ▇▇▇▇ payments, PC banking, payroll customers and its Affiliates that is reasonably requested by Selleraccount analysis. (e) Not later than thirty (30) calendar days after Upon the date reasonable request of Buyer, Seller will cooperate with Buyer and will make available from time to time prior to the Closing Date, a reasonable number of technical personnel including business analysts and product specialists for consultation with Buyer concerning the matters referred to in the foregoing provisions of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notifications4.1.

Transitional Arrangements. Seller and Purchaser agree Pu▇▇▇▇▇▇▇ ▇gree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen thirty (1530) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility, including, as applicable, commercially reasonable email conversion and forwarding procedures and telephone forwarding services related to the Branch and the Transferred Employees; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall use commercially reasonable best efforts to deliver to Purchaser the specifications and conversion sample files within thirty sixty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (4560) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information information, billpay, online banking, mobile banking, and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen forty-five (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (3045) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers customer notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen (15) calendar days As soon as reasonably practicable after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller and related to Seller’s information security assessment. (e) Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 5.2 and (ii) the mailing file requirements of Purchaser in connection with such customers customer notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen (15) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters a place to which the parties shall agree or via by teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (b) Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser Seller and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers customer notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect affect the transfer of account record responsibility certain responsibilities for the Branches: (a) Not later than fifteen (15) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, or phone forwarding services. (b) Seller agrees to work with Purchaser to develop a reasonable plan for Seller to provide the contingent support to transition the HOA deposit accounts of the Branches to Purchaser. (c) Seller shall use commercially reasonable best efforts to deliver to Purchaser the specifications and conversion sample files within thirty sixty (3060) calendar days after from the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this AgreementClosing Date. (cd) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Not later than fifteen (15) calendar days after the date of this Agreement, Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. (e) Not later than thirty forty-five (3045) calendar days after the date of this Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers customer notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches: (a) Not later than fifteen thirty (1530) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services). (b) Seller shall use commercially reasonable its best efforts to deliver to Purchaser the mutually agreed upon specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event provided, however, that Seller shall the delivery the specifications and conversion sample files occur more than forty-five have up to sixty (4560) calendar days after the date of this AgreementAgreement to deliver such mutually agreed upon specifications and conversion sample files to Purchaser. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the LoansDeposits. (d) Not later than fifteen (15) calendar days after From the date of this Agreement, Purchaser shall complete Seller’s information security assessment andthrough the Closing and for a reasonable period of time thereafter, in connection therewithupon the reasonable request of Purchaser, Purchaser shall promptly provide Seller will cooperate with all information related to Purchaser and its Affiliates that is reasonably requested by Sellerwill make available from time to time a reasonable number of technical personnel for consultation with Purchaser concerning matters other than the matters referred to in this Section 4.1. (e) Not later than thirty (30) calendar days Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this AgreementAgreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and that are not specifically addressed in accordance with Section 4.2 and (ii) the mailing file requirements of Purchaser in connection with such customers notificationsthis Article 4.