Common use of Current Information Clause in Contracts

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX will cause one or more of its representatives to confer with representatives of PFS and report the general status of its ongoing operations at such times as PFS may reasonably request. SBBX will promptly notify PFS of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation or the threat of material litigation involving SBBX or any SBBX Subsidiary. Without limiting the foregoing, as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis to review the financial and operational affairs of SBBX. 6.2.2. SBBX and PFS shall meet on a regular basis to discuss and plan for the conversion of SBBX’s data processing and related electronic informational systems to those used by PFS, which planning shall include, but not be limited to, discussion of the possible termination by SBBX of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX shall not be obligated to take any such action prior to the Effective Time and, unless SBBX otherwise agrees, no conversion shall take place prior to the Effective Time. 6.2.3. SBBX shall provide PFS, within 15 business days of the end of each calendar month, a written list of all SB One Bank delinquent loans and classified assets. On a monthly basis, SBBX shall provide PFS with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX shall promptly inform PFS upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX or any SBBX Subsidiary under any labor or employment law.

Appears in 2 contracts

Sources: Merger Agreement (Sb One Bancorp), Merger Agreement (Provident Financial Services Inc)

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX FSBI will cause one or more of its representatives to confer with representatives of PFS and report the general status of its ongoing operations at such times as PFS may reasonably request. SBBX FSBI will promptly notify PFS of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX FSBI or any SBBX FSBI Subsidiary. Without limiting the foregoing, as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis to review the financial and operational affairs of SBBX. 6.2.2. SBBX First Savings Bank and PFS The Provident Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXFirst Savings Bank’s data processing and related electronic informational systems to those used by PFSThe Provident Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX First Savings Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX First Savings Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX First Savings Bank shall not be obligated to take any such action prior to the Effective Time and, unless SBBX First Savings Bank otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that First Savings Bank takes, at the request of The Provident Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, The Provident Bank shall indemnify First Savings Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by FSBI, or a termination of this Agreement under Section 11.1.8 or 11.1.9. 6.2.3. SBBX FSBI shall provide PFS, within 15 fifteen (15) business days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all SB One Bank delinquent loans ninety (90) days or more past due) as of the end of such month and classified assets(iv) and impaired loans. On a monthly basis, SBBX FSBI shall provide PFS with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX FSBI shall promptly inform PFS upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX FSBI or any SBBX FSBI Subsidiary under any labor or employment law.

Appears in 2 contracts

Sources: Merger Agreement (First Sentinel Bancorp Inc), Merger Agreement (Provident Financial Services Inc)

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX Synergy will cause one or more of its representatives to confer with representatives of PFS NYB and report the general status of its ongoing operations at such times as PFS NYB may reasonably request. SBBX Synergy will promptly notify PFS NYB of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX Synergy or any SBBX Synergy Subsidiary. Without limiting the foregoing, as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis to review the financial and operational affairs of SBBX. 6.2.2. SBBX Synergy Bank and PFS New York Community Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXSynergy Bank’s data processing and related electronic informational systems to those used by PFSNew York Community Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX Synergy Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX Synergy Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX Synergy Bank shall not be obligated to take any such action prior to the Effective Time and, unless SBBX Synergy Bank otherwise agrees, no conversion shall take place prior to the Effective Time, with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. In the event that Synergy Bank takes, at the request of New York Community Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, New York Community Bank shall indemnify Synergy Bank for any such fees and charges, and the costs of reversing the conversion process, if the Merger is not consummated for any reason other than a breach of this Agreement by Synergy, or a termination of this Agreement under Section 11.1.9 or 11.1.10. 6.2.3. SBBX Synergy Bank shall provide PFSNew York Community Bank, within 15 fifteen (15) business days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all SB One Bank delinquent loans ninety (90) days or more past due) as of the end of such month and classified assets(iv) and impaired loans. On a monthly basis, SBBX Synergy Bank shall provide PFS New York Community Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX Synergy shall promptly inform PFS NYB upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX Synergy or any SBBX Synergy Subsidiary under any labor or employment law.

Appears in 2 contracts

Sources: Merger Agreement (New York Community Bancorp Inc), Merger Agreement (New York Community Bancorp Inc)

Current Information. 6.2.1. 6.3.1 During the period from the date of this Agreement to the Effective Time, SBBX Legacy will cause one or more of its representatives to confer with representatives of PFS and report the general status of its ongoing BHLB to inform BHLB regarding Legacy’s operations at such times as PFS BHLB may reasonably request. SBBX Legacy will promptly notify PFS BHLB of any material change in the normal ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX Legacy or any SBBX Legacy Subsidiary. Without limiting the foregoing, as requested by PFS, senior officers of SBBX BHLB and Legacy shall meet with senior officers of PFS on a monthly basis to review review, to the extent permitted by applicable law, the financial and operational affairs of SBBXLegacy and the Legacy Subsidiaries, and Legacy shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire Bank shall under any circumstance be permitted to exercise control of Legacy or any Legacy Subsidiary prior to the Effective Time. 6.2.2. SBBX 6.3.2 Legacy and PFS BHLB shall meet on cooperate regarding a regular basis to discuss and plan for the conversion of SBBX’s data processing and related electronic informational systems of Legacy to those used by PFSBHLB, which planning shall include, but not be limited to, discussion of the possible termination by SBBX Legacy of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX Legacy in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX Legacy shall not be obligated to take any such action prior to the Effective Time and, unless SBBX Legacy otherwise agreesagrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Legacy for any reasonable out-of-pocket fees, expenses, or charges that Legacy or any Legacy Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion. 6.2.3. SBBX 6.3.3 Legacy shall provide PFSBHLB, within 15 business days fifteen (15) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all SB One Bank delinquent loans ninety (90) days or more past due as of the end of such month and classified assets(v) and impaired loans. On a monthly basis, SBBX Legacy shall provide PFS BHLB with a schedule of all (ix) all loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, . Legacy will promptly prepare and (ii) provide BHLB with the minutes of all Legacy and Legacy Banks officer and director loan grading changescommittee meetings. 6.2.4. SBBX 6.3.4 Legacy shall promptly inform PFS BHLB, to the extent permitted by applicable law, upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX Legacy or any SBBX Legacy Subsidiary under any labor or employment law.

Appears in 2 contracts

Sources: Merger Agreement (Legacy Bancorp, Inc.), Merger Agreement (Berkshire Hills Bancorp Inc)

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX Synergy will cause one or more of its representatives to confer with representatives of PFS NYB and report the general status of its ongoing operations at such times as PFS NYB may reasonably request. SBBX Synergy will promptly notify PFS NYB of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX Synergy or any SBBX Synergy Subsidiary. Without limiting the foregoing, as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis to review the financial and operational affairs of SBBX. 6.2.2. SBBX Synergy Bank and PFS New York Community Bank shall meet on a regular basis to discuss and plan for the conversion of SBBX’s Synergy Bank's data processing and related electronic informational systems to those used by PFSNew York Community Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX Synergy Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX Synergy Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX Synergy Bank shall not be obligated to take any such action prior to the Effective Time and, unless SBBX Synergy Bank otherwise agrees, no conversion shall take place prior to the Effective Time, with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. In the event that Synergy Bank takes, at the request of New York Community Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, New York Community Bank shall indemnify Synergy Bank for any such fees and charges, and the costs of reversing the conversion process, if the Merger is not consummated for any reason other than a breach of this Agreement by Synergy, or a termination of this Agreement under Section 11.1.9 or 11.1.10. 6.2.3. SBBX Synergy Bank shall provide PFSNew York Community Bank, within 15 fifteen (15) business days of the end of each calendar month, a written list of nonperforming assets (the term "nonperforming assets," for purposes of this subsection, means (i) loans that are "troubled debt restructuring" as defined in Statement of Financial Accounting Standards No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring," (ii) loans on nonaccrual, (iii) real estate owned, (iv) all SB One Bank delinquent loans ninety (90) days or more past due) as of the end of such month and classified assets(iv) and impaired loans. On a monthly basis, SBBX Synergy Bank shall provide PFS New York Community Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX Synergy shall promptly inform PFS NYB upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX Synergy or any SBBX Synergy Subsidiary under any labor or employment law.

Appears in 1 contract

Sources: Merger Agreement (Synergy Financial Group Inc /Nj/)

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX TCB will cause one or more of its representatives to confer with representatives of PFS and report the general status of its ongoing operations at such times as PFS may reasonably request. SBBX TCB will promptly notify PFS of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX TCB or any SBBX TCB Subsidiary. Without limiting Any information provided pursuant to this Section 6.2 will be subject to the foregoing, as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis Confidentiality Agreement and may only be used to review facilitate the financial and operational affairs of SBBXtransactions contemplated hereby. 6.2.2. SBBX TCB and PFS Provident Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXTCB’s data processing and related electronic informational systems to those used by PFSProvident Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX TCB of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX TCB in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX TCB shall not be obligated to take any such action prior to the Effective Time and, unless SBBX TCB otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that TCB takes, at the request of Provident Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Provident Bank shall pay any such fees and charges directly to such third parties, and shall indemnify Team Capital Bank for the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by TCB, or a termination of this Agreement under Section 11.1.8, 11.1.9 or 11.1.10. 6.2.3. SBBX TCB shall provide PFSProvident Bank, within 15 business days substantially contemporaneously with the delivery to the Board of Directors of TCB of the end of each calendar monthmaterials for the monthly board meeting, a written list of nonperforming assets as of the prior month end (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02”, (ii) loans on nonaccrual, (iii) OREO, (iv) all SB One Bank delinquent loans ninety (90) days or more past due as of the end of such month and classified assets(iv) and impaired loans. On a monthly basis, SBBX TCB shall provide PFS Provident Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX TCB shall promptly inform PFS upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX TCB or any SBBX TCB Subsidiary under any labor or employment law.

Appears in 1 contract

Sources: Merger Agreement (Provident Financial Services Inc)

Current Information. 6.2.1. (a) During the period from the date of this Agreement to the Effective Time, SBBX Target will cause one or more of its representatives (as designated by Target’s chief executive officer from time to time) to confer with representatives of PFS Investors Bancorp and report the general status of its ongoing operations at such times as PFS Investors Bancorp may reasonably request. SBBX Target will promptly notify PFS Investors Bancorp of any material change in the normal ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX Target or any SBBX Target Subsidiary. Without limiting Any information provided pursuant to this Section 5.02, or Sections 5.03, 5.04 or 5.11, including any discussion between representatives of Investors Bancorp and Target will be deemed Evaluation Material (as defined in the foregoingConfidentiality Agreement), as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis will be subject to review the financial Confidentiality Agreement and operational affairs of SBBXmay only be used to facilitate the transactions contemplated hereby. 6.2.2. SBBX (b) Target Bank and PFS Investors Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXTarget Bank’s data processing and related electronic informational systems to those used by PFSInvestors Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX Target Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX Target Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX Target Bank shall not be obligated to take any such action prior to the Effective Time and, unless SBBX Target Bank otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that Target Bank takes, at the request of Investors Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Investors Bank shall indemnify Target Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by Target. 6.2.3. SBBX (c) Target Bank shall provide PFSInvestors Bank, within 15 business days substantially contemporaneously with the delivery to the Board of Directors of Target Bank of the end of each calendar monthmaterials for the monthly board meeting, a written list of nonperforming assets as of the prior month end (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) OREO, (iv) all SB One Bank delinquent loans ninety (90) days or more past due as of the end of such month and classified assets(iv) and impaired loans. On a monthly basis, SBBX Target shall provide PFS Investors Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX (d) Target shall promptly inform PFS Investors Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX Target or any SBBX Target Subsidiary under any labor or employment law.

Appears in 1 contract

Sources: Merger Agreement (Investors Bancorp Inc)

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX CNB will cause one or more of its representatives to confer with representatives of PFS Bridge Bank and report the general status of its ongoing operations at such times as PFS Bridge Bank may reasonably request. SBBX CNB will promptly notify PFS Bridge Bank of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation or the threat of material litigation involving SBBX or any SBBX SubsidiaryCNB and take such other actions as set forth in Bridge Bancorp Disclosure Schedule 6. 2.1. Without limiting the foregoing, as requested by PFSBridge Bank, senior officers of SBBX CNB shall meet with senior officers of PFS Bridge Bank on a monthly basis to review the financial and operational affairs of SBBXCNB. 6.2.2. SBBX CNB and PFS Bridge Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXCNB’s data processing and related electronic informational systems to those used by PFSBridge Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX CNB of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX CNB in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX CNB shall not be obligated to take any such action prior to the Effective Time and, unless SBBX CNB otherwise agrees, no conversion shall take place prior to the Effective Time. 6.2.3. SBBX CNB shall provide PFSBridge Bank, within 15 business days of the end of each calendar month, a written list of all SB One Bank CNB delinquent loans and classified assets. On a monthly basis, SBBX CNB shall provide PFS Bridge Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX CNB shall promptly inform PFS Bridge Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX or any SBBX Subsidiary CNB under any labor or employment law.

Appears in 1 contract

Sources: Merger Agreement (Bridge Bancorp Inc)

Current Information. 6.2.1. During the period from the date of this Agreement to the Effective Time, SBBX First Star will cause one or more of its representatives to confer with representatives of PFS ESSA and report the general status of its ongoing operations at such times as PFS ESSA may reasonably request. SBBX First Star will promptly notify PFS ESSA of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX First Star or any SBBX First Star Subsidiary. Without limiting the foregoing, as requested by PFS, senior officers of SBBX ESSA and First Star shall meet with senior officers of PFS on a monthly basis to review the financial and operational affairs of SBBXFirst Star and its Subsidiaries, in accordance with applicable law, and First Star shall give due consideration to ESSA’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither ESSA nor any ESSA Subsidiary shall under any circumstance be permitted to exercise control of First Star or any First Star Subsidiary prior to the Effective Time. 6.2.2. SBBX FSB and PFS ESSA Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXFSB’s data processing and related electronic informational systems to those used by PFSESSA Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX FSB of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX FSB in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX FSB shall not be obligated to take any such action prior to the Effective Time and, unless SBBX FSB otherwise agrees, no conversion shall take place prior to the Effective Time. 6.2.3. SBBX FSB shall provide PFSESSA Bank, within 15 fifteen (15) business days of the end of each calendar month, a written list of all SB One Bank delinquent loans and classified assetsFirst Star Delinquent Loans. On a monthly basis, SBBX First Star shall provide PFS ESSA Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX First Star shall promptly inform PFS ESSA upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX First Star or any SBBX First Star Subsidiary under any labor or employment law.

Appears in 1 contract

Sources: Merger Agreement (ESSA Bancorp, Inc.)

Current Information. 6.2.1. (a) During the period from the date of this Agreement to the Effective Time, SBBX FCB will cause one or more of its representatives (as designated by FCB’s chief executive officer from time to time) to confer with representatives of PFS ▇▇▇▇▇▇▇▇ Bancorp and report the general status of its ongoing operations at such times as PFS ▇▇▇▇▇▇▇▇ Bancorp may reasonably request. SBBX FCB will promptly notify PFS ▇▇▇▇▇▇▇▇ Bancorp of any material change in the normal ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaintscomplaint, investigations investigation or hearings hearing (or communications indicating that the same may be contemplated), or the initiation institution or the threat of material litigation involving SBBX FCB or any SBBX FCB Subsidiary. Without limiting Any information provided pursuant to this Section 5.02, 5.03, 5.04 and 5.12, will be subject to the foregoing, as requested by PFS, senior officers of SBBX shall meet with senior officers of PFS on a monthly basis Confidentiality Agreement and may be used only to review facilitate the financial and operational affairs of SBBXtransactions contemplated hereby. 6.2.2. SBBX (b) Fraternity Bank and PFS ▇▇▇▇▇▇▇▇ Bank shall meet on a regular basis to discuss and plan for the conversion of SBBXFraternity Bank’s data processing and related electronic informational systems to those used by PFS▇▇▇▇▇▇▇▇ Bank, which planning shall include, but not be limited to, discussion of the possible termination by SBBX Fraternity Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by SBBX Fraternity Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that SBBX Fraternity Bank shall not be obligated to take any such action prior to the Effective Time and, unless SBBX Fraternity Bank otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that Fraternity Bank takes, at the request of ▇▇▇▇▇▇▇▇ Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, ▇▇▇▇▇▇▇▇ Bank shall indemnify Fraternity Bank for all such fees and charges, and the costs of reversing the conversion process, if the Merger is not consummated for any reason other than a breach of this Agreement by FCB. 6.2.3. SBBX (c) On a monthly basis, Fraternity Bank shall provide PFS▇▇▇▇▇▇▇▇ Bank a written list of nonperforming assets as of the prior month end (the term “nonperforming assets,” for purposes of this subsection, within 15 business means (i) loans that are “troubled debt restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” as updated by Accounting Standards Update 2011-02”, (ii) loans on nonaccrual, (iii) OREO, (iv) all loans thirty (30) days or more past due as of the end of each calendar monthsuch month (iv) impaired loans, a written list (v) loans classified as special mention, loss or doubtful, and (vi) loans reviewed for purposes of all SB One Bank delinquent loans and classified assetsdetermining the allowance for loan losses. On a monthly basis, SBBX Fraternity Bank shall provide PFS ▇▇▇▇▇▇▇▇ Bank with a schedule of (i) all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan, and (ii) loan grading changes. 6.2.4. SBBX (d) FCB shall promptly inform PFS ▇▇▇▇▇▇▇▇ Bancorp upon receiving notice of any each legal, administrative, arbitration or other proceedingsproceeding, demandsdemand, noticesnotice, audits audit or investigations investigation (by any federal, state or local commission, agency or board) relating to the alleged liability of SBBX FCB or any SBBX FCB Subsidiary under any labor or employment law.

Appears in 1 contract

Sources: Merger Agreement (Hamilton Bancorp, Inc.)