Certain Transition Matters Clause Samples
Certain Transition Matters. (a) From the date of this Agreement until the Closing Date, BANC ONE KENTUCKY shall give or cause the Bank to give MATEWAN timely notice of all meetings of the Board of Directors and all major committees (including, without limitation, executive, loan, personnel, and audit committees) of the Bank; provided, however, that if in attendance, such MATEWAN representative shall excuse himself or herself when matters relating to MATEWAN or its subsidiaries are entertained or discussed. Prior to the Closing Date, BANC ONE KENTUCKY will promptly advise MATEWAN in writing of all actions taken by the directors of the Bank and will cause the Bank to furnish MATEWAN with copies of all financial information of the Bank as it becomes available and advise MATEWAN of all material developments concerning the business of the Bank.
(b) On or before the Closing Date, the Bank shall pay to BANC ONE, BANC ONE KENTUCKY and their affiliates the amounts reserved or accrued for tax liabilities as contemplated by Section 3.12(a), that are attributable to the Bank for periods ended on or before the Closing Date and that remain unpaid by the Bank as of the Closing Date.
(c) After the execution of this Agreement and prior to the Closing Date, BANC ONE and BANC ONE KENTUCKY will cause the Bank to cooperate, in a manner that is not unduly burdensome to the Bank's continuing operations, with MATEWAN to prepare for the conversion of the Bank's banking products and services to reflect the terms, conditions, pricing, and other attributes of banking products and services to be offered by the Bank following the Acquisition. MATEWAN will be responsible for all costs and expenses of such conversion.
(d) For a period of not less than seven years following the Closing Date, MATEWAN will cause the Bank to retain their books, accounts, records and files (including personnel files and employee health records) for periods ended on or prior to the Closing Date in accordance with MATEWAN's records retention policy in effect on the date hereof, and will make available to BANC ONE or its counsel and other representatives, at BANC ONE's expense, during normal business hours (i) such books, accounts, records and files (which may be copied by BANC ONE or its representatives) and (ii) the officers and employees of the Bank (and any successors thereto).
(e) BANC ONE shall cause the name of the Bank to be changed effective upon the Closing Date to a lawful name designated by MATEWAN that is not confusingly simil...
Certain Transition Matters. (a) Commencing following the date hereof, PNC and the Company shall cooperate and take all actions reasonably necessary to facilitate the integration of their respective businesses and operating systems, effective as of the Closing Date, including by causing their respective employees and officers, and their respective outside vendors and contractors, to provide support and to assist in performing all tasks, including equipment installation, reasonably required to result in a successful integration and conversion at the Closing.
(b) PNC and the Company shall consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby, and shall take such charges as PNC shall reasonably request; provided, however, that the Company shall not be obligated to take any such charges pursuant to this Section 5.16(b) unless and until (i) PNC irrevocably acknowledges to the Company in writing that all conditions to its obligation to consummate the Merger have been satisfied; and (ii) PNC irrevocably waives in writing any and all rights that it may have to terminate this Plan and the Company has obtained the approval of this Plan from its stockholders. The Company shall consult and cooperate with PNC in connection with the development, enhancement and performance of the Company's system of internal control over financial reporting.
(c) Prior to the Effective Time, the Company shall (i) continue to use all reasonable efforts to comply with the terms of all agreements with, commitments to or orders of any Governmental Entity, including any related action plan, in accordance with their terms, and (ii) continue to work with the independent consultant retained by the Company in connection with Section 1 of the May 14, 2004 Cease and Desist Order with the Board of Governors (the "Independent Consultant"), and shall provide the Independent Consultant with such authority, and with such access to and cooperation of the Company and its personnel, necessary to allow the Independent Consultant to oversee the efforts of the Company addressed in clause (i) of this sentence. In addition, the Company agrees that it shall use all reasonable efforts to cause the Company Bank to complete, prior to the anticipated Closing Date, the review contemplated by Section 1(d) of Article II of the May 13, 2004 consent order with the OCC to the satisfaction of the OCC. The Company also agrees that it shall us...
Certain Transition Matters. (a) Commencing following the date hereof, PNC and the Company shall cooperate and take all actions reasonably necessary to facilitate the integration of their respective businesses and operating systems, effective as of the Closing Date, including by causing their respective employees and officers, and their respective outside vendors and contractors, to provide support and to assist in performing all tasks, including equipment installation, reasonably required to result in a successful integration and conversion at the Closing.
Certain Transition Matters. 44 ARTICLE VII INDEMNIFICATION.......................................................................... 45
Certain Transition Matters. For a period of thirty (30) days from the Closing Date, Sellers shall make available to Buyer, at no charge or fee, all reasonable access (subject to reasonable security procedures) to and use of the computer and management information systems, and all customer service and order taking and processing personnel and facilities, of any of Sellers heretofore relating to or used for any of the Business, so as to enable Buyer to continue to conduct all computer, processing and management information system, and customer services and order taking and processing aspects of the Business in a manner consistent with past practice, and to facilitate Buyer's transition to its own computers and management information systems and its own customer service and order taking and processing functions, and Sellers shall cooperate in all reasonable respects with Buyer in connection with the foregoing. Should Buyer so request, Sellers will continue to provide such access and use for a period not to exceed sixty (60) days after said initial 30-day period and Buyer shall pay Sellers for all access, use and cooperation an amount equal to $3,000 per month plus the out-of-pocket cost of the use of the dedicated telephone (data) line to Verona applicable to the period of such usage (but not for any installation or removal charge).
Certain Transition Matters. Schedule A to the Transition Services Agreement shall be amended and restated as set forth in the attached Exhibit B.
Certain Transition Matters. You expressly agree to cooperate with the Company in transferring all information on business matters handled by you during your engagement as Chief Executive Officer of the Company. You further warrant to the Company that you have not incurred and will not incur any unauthorized credit card charges or other liabilities of any nature for which the Company may be liable. It is expressly understood and agreed that you will be reimbursed for all charges incurred by you on behalf of the Company in the ordinary course of business through the date of termination of your employment, but not thereafter.
Certain Transition Matters. The Seller will not take any action that is intended or has the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Company or the Purchaser from and after the Closing.
Certain Transition Matters. (a) In order to expedite the resumption of clearing for the Assigned Accounts, the Buyer intends to conduct its clearing operations for the Assigned Accounts during a transition period of up to three months (the "TRANSITION PERIOD") using the systems of the Debtor (at the Buyer's expense).
(b) The Buyer may, but is not obligated to, offer employment on a temporary basis to personnel heretofore employed by the Debtor in its clearing operations whose services may become needed by the Debtor during the Transition Period. The Trustee will endeavor in good faith to facilitate any such temporary employment by the Buyer. In no event shall the Buyer be or become liable for or assume any liability of the Debtor with respect to the employment of persons by the Debtor prior to the Delivery Date.
(c) If any property of the Debtor heretofore utilized in the conduct of its clearing operations is required by the Buyer in the conduct of clearing operations of the Debtor during the Transition Period and such property is available to the Trustee, the Trustee will make such property available to the Buyer for its use, provided that the Buyer pays, or reimburses the Trustee for payment of, the necessary and normal expenses incurred in connection with the use thereof.
(d) If any property or service heretofore provided to the Debtor in the conduct of its clearing operations by a vendor under a contract between the Debtor and the vendor is required by the Buyer in the conduct of clearing operations on the premises of Debtor during the Transition Period, the Trustee will assign all of its right, title and interest in any such contract to the Buyer if so requested by Buyer.
Certain Transition Matters. The Parties agree to take such actions as are specified on Schedule 9.11.