Data Processing Conversion. The Parties agree to (i) insure the orderly transfer of all data tapes and processing information, and will facilitate an electronic and systematic conversion of all applicable data regarding Account Loans, ATM Cards and Deposits whereby each Party will bear the cost associated with the transfer of its tapes and information and the conversion of its data except as otherwise agreed upon; (ii) at the Field-to-Field meeting, exchange all data information necessary to complete such conversion process; (iii) within ten (10) days after the Field-to-Field meeting, Seller shall provide all systems information necessary to complete such conversion processing and provide two (2) sets of the initial data processing pre-conversion file layout and product definitions; (iv) provide the final data processing pre-conversion file packages on a timely basis allowing for pre-conversion; (v) provide any and all additional data processing information added to the system subsequent to the preparation of the final reconversion tapes on a day-to-day basis; and (vi) use commercially reasonable efforts to provide by 12:00 p.m., on the day immediately following the Closing Date, two (2) sets of final data processing conversion file packages. Immediately prior to or at the date of conversion of the data processing information at the Branch, Seller shall (i) deconvert accounts and block any further activity with respect thereto, (ii) cycle all accounts, and (iii) prepare and send out account statements (and provide microfiche, if available, to Buyer) dated as of the conversion date to all account holders.
Data Processing Conversion. Seller and Buyer will, and Seller will cause Target and Target Subsidiaries to, cooperate on the timing and method for converting the data processing requirements (including BSA) of Target to the data processing system of Buyer in conjunction with the Closing Date. At the option and upon request of Buyer, Seller will provide ongoing data processing and operational services and support (including AML, HMDA, OFAC/FinCen and other regulatory compliance and/or reporting) for Target on an interim basis after the Closing Date for a period not to exceed 30 days, except that, with respect to conversion solely related to the banking business of Target, if such conversion cannot be scheduled within such 30-day period, then such period shall be extended for up to an additional 90-day period to allow for the scheduling of such conversion, at a cost equal to that which Seller charges Target for intercompany services as of the date hereof and which represents Seller’s direct costs associated with providing such services.
Data Processing Conversion. From and after the date hereof, IBC and LFC shall meet on a regular basis to discuss and plan for the conversion of LFC’s and its Subsidiaries’ data processing and related electronic informational systems to those used by IBC and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.
Data Processing Conversion. Unless the parties agree pursuant to Section 14(b) that the conversion of the data processing with respect to the Branches and the Assets and Liabilities will be performed other than on the weekend immediately following the Closing Date, the Closing Date shall be on a Friday and such conversion will be completed prior to the opening of business on the following Monday. The date upon which the conversion of the data processing shall be referred to in this Agreement as the “Data Processing Conversion Date”.
Data Processing Conversion. BancorpSouth shall take all steps necessary and appropriate to cause a smooth, orderly data processing conversion in connection with the consummation of the Merger and shall initiate appropriate training of Company and Opelika personnel sufficiently in advance of the Effective Time to permit Company and Opelika personnel to continue the operations of the Company and Opelika without undue interruption after the Merger. Company and Opelika personnel shall cooperate fully with BancorpSouth in its efforts to provide the training required by this Section 7.12.
Data Processing Conversion. Prior to the Closing Date, CIB and PNB shall have received the consent of Firstar Information Services Corporation (FISC), PNB's data processor, to the conversion by CIB of the Deposit Liabilities, other liabilities to be assumed and Assets to the system utilized by CIB Data Processing Services, Inc. ("CIB DP"). The data processing conversion (the "Conversion") shall be completed within one hundred and twenty (120) days of the Transfer Date. All costs, fees, expenses and charges assessed by FISC, including the fees and costs assessed by its third party vendors (collectively, the "FISC Fees"), to complete the Conversion (including without limitation the provision of system documentation, file layouts and files on tape) shall be paid by PNB and CIB, as the case may be, as follows: (i) in the event the FISC Fees are less than or equal to Fifty Thousand Dollars ($50,000), PNB shall pay all of the FISC Fees; or (ii) in the event the FISC Fees exceed fifty thousand dollars ($50,000), PNB shall pay FISC the sum of (A) Fifty Thousand Dollars ($50,000) and (B) one half (1/2) of the amount of the FISC Fees which exceed fifty thousand dollars ($50,000) less eight and two tenths percent (8.2%) of the amount of the Deposit Liabilities that exceed One Hundred Eight Million Dollars ($108,000,000) (provided that such product shall be limited to one half (1/2) the amount of the FISC Fees which exceeds Fifty Thousand Dollars ($50,000)), and CIB shall pay to FISC the balance due FISC. CIB shall also pay all costs and fees assessed or incurred by CIB DP to complete the Conversion.
Data Processing Conversion. The conversion of the data processing -------------------------- with respect to the Branch and the Assets and the Liabilities to be transferred hereunder will be completed no later than the next Business Day following the Closing Date. In connection with the data processing conversion, Seller and Buyer shall, except as set forth herein, each pay their own costs and expenses associated with the data processing conversion and shall bear their respective duties and responsibilities relating to such conversion. Seller will use its reasonable efforts to deliver to Buyer at a mutually agreed date and time after the Closing Date, a list (which may be in the form of machine-readable data tapes or disks) of the Assumed Deposits as of the most recent practicable date, which list identifies each Assumed Deposit by type, with appropriate information regarding the depositor and the terms of the Assumed Deposit. Buyer will bear all expenses (including without limitation fees charged by Seller's data processor) associated with the delivery of such information to Buyer's data processor. In no event shall Seller be required to provide any computer programming, source code or changes in existing file layouts.
Data Processing Conversion. Prior to the Effective Date, the parties shall cooperate, and shall make all reasonable efforts to cause their respective data processing service providers to cooperate, to complete all reasonable steps for an orderly transfer of all applicable data tapes and processing information, and to facilitate an electronic and systematic conversion of all applicable data regarding SS Bank to NS Bank's own system of electronic data processing by the next business day following the Effective Date. Each party shall bear its own costs associated with the transfer of tapes and information and the conversion of data. Prior to the Effective Date, SS Bank will provide all test tapes and reports necessary to complete the transfer and will provide a test tape and deconversion reports within fifteen days of the date of this Agreement, a preliminary tape and set of deconversion reports six weeks prior to the Effective Date, and an updated preliminary tape and set of deconversion reports no more than two weeks prior to the Effective Date. SS Bank shall also arrange the delivery to NS Bank at the main office of NS Bank (or at such other location as has been designated in writing by NS Bank no later than five business days before the Effective Date) no later than 6:00 a.m. Pacific time on the day immediately following the Effective Date, two duplicate final data processing conversion file packages and deconversion reports in an industry standard format.
Data Processing Conversion. The parties shall cooperate, under the direction of FPNB in preparing and implementing a plan for conversion and/or coordination of data processing systems and capabilities.
Data Processing Conversion. Prior to the Closing Date, IBC and Home Savings shall cooperate to complete all reasonable steps for an orderly transfer of all applicable data tapes and processing information, and to facilitate an electronic and systematic conversion of all applicable data regarding Deposits, Account Loans and ATM cards to IBC's own system of electronic data processing by the next Business Day following the Closing Date. Each party shall bear its own costs associated with the transfer of tapes and information and the conversion of data. Prior to Closing, Home Savings will provide all test tapes and reports necessary to complete the transfer including, but not limited to, savings and checking dollar master files, ATM, ACH and CIF and will provide a test tape and deconversion reports within ten (10) days of the date of the Agreement and a preliminary tape and set of deconversion reports six (6) weeks prior to the Closing Date. Home Savings' shall provide to IBC at Home Savings' Irwindale, California facility, no later than 8:00 a.m. Central time on the day immediately following the Closing Date, final data processing conversion file packages and deconversion report in an industry standard format. Additionally, prior to the Closing, Home Savings shall allow IBC, its employees and representatives such reasonable access to the facilities and Branch Employees as IBC may reasonably request in connection with such data processing conversion including, without limitation, reasonable access to Branch Employees for purposes of training them with respect to IBC's data processing equipment, software and procedures (some of which training may be conducted off-site). IBC shall not be liable for the acts or omissions of Home Savings' agents or employees.
