Services During the Transition Period. During the Transition Period (as defined in Section 1.6), AHC shall provide the following accounting and financial services with respect to the corporate office operations of AmSurg (collectively, the "Services"): (a) processing payroll and associated payroll tax returns and accounts payable for the AmSurg corporate office, (b) maintaining general accounting records for the AmSurg corporate operations and the operations of its Subsidiaries, (c) preparing consolidated AmSurg financial statements, (d) preparing such AmSurg corporate tax returns and the tax returns of its Subsidiaries as may be required during the Transition Period, (e) preparing such estimated tax reports for AmSurg and its Subsidiaries as may be required during the Transition Period, and (f) preparing financial statements in connection with periodic reports required to be filed by AmSurg with the Securities and Exchange Commission. Such Services will be provided in a manner and at a time consistent with services provided by AHC under the Letter Agreement.
Services During the Transition Period. (a) During the Transition Period, MBNA shall perform, on behalf of and for the account of NOVA, at the same location(s) presently used to conduct the Merchant Business, all of the services (the "Transition Services", as are identified on Schedule 3.2 attached hereto). Upon prior notice to MBNA ------------ and with the prior consent of MBNA, which consent may not be unreasonably withheld, NOVA may make reasonable adjustments to the Transition Services which do not increase either MBNA's expenses or liabilities. Notwithstanding anything to the contrary herein, MBNA shall be under no obligation to increase the allocation or commitment levels of personnel or resources used in performing the Transition Services beyond current staffing and resource levels.
Services During the Transition Period. During the Transition Period, unless your employment is sooner terminated by the Company for Cause or you resign, you will continue to work and provide services to the Company on a full-time basis as the Company’s Chief Financial Officer, unless otherwise requested by the Company’s Chief Executive Officer (the “CEO”); provided, however, that if the Company hires a new Chief Financial Officer during the Transition Period, you will transition to the role of Senior Advisor and for the remainder of the Transition Period will provide services to the Company on a part-time, as-needed basis, as reasonably determined by the Company. Your services during the Transition Period are expected to include, without limitation, transitioning your role and helping with the Company’s search for a new Chief Financial Officer to the extent requested by the Company. For the avoidance of doubt, by signing this Agreement, you hereby waive any application of the Good Reason definition set forth in Section 3(e) of the Employment Agreement and acknowledge and agree that you shall have no Good Reason termination rights.
Services During the Transition Period. (a) During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, on behalf of and for the account of Elavon at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services in accordance with such performance standards, including underwriting guidelines, as are specified by Elavon. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, the reasonable instructions of Elavon.
Services During the Transition Period. (a) During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, on behalf of and for the account of Elavon at the same location(s) presently used to conduct the Merchant Business all of the services performed CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to perform, such services in accordance with such performance standards, including underwriting guidelines, as are specified by Elavon. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Xxxxxxxxx.Xxx, as appropriate, to follow, the reasonable instructions of Elavon.
Services During the Transition Period. CONVERSION PERIOD.
Services During the Transition Period. (a) During the Transition Period, the Bank shall perform on behalf of and for the account of NOVA at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform such services in accordance with such performance standards, including underwriting guidelines, as are specified by NOVA. In performing such services, the Bank shall follow the reasonable instructions of NOVA. During the Transition Period, NOVA and the Bank agree to cooperate, in good faith, in effecting the BIN reconciliation provisions and procedures set forth on Schedule 3.2(a) attached hereto.
Services During the Transition Period. (a) During the Transition Period, the Bank shall perform on behalf of and for the account of NOVA at the same location(s) presently used to conduct the Merchant Bankcard Business all of the services performed by the Bank in connection with the Merchant Bankcard Business prior to the Closing Date. The Bank shall perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Bankcard Business prior to the Closing Date, and shall otherwise perform such services in accordance with such performance standards, including underwriting guidelines, as are specified by NOVA. In performing such services, the Bank shall follow the reasonable instructions of NOVA. Further, NOVA shall reimburse the Bank for the reasonable out-of-pocket expenses set forth on Schedule 3.3(a) hereto that are actually incurred by the Bank in providing services in connection with Merchant Bankcard Business during the Transition Period (the "Transition Expenses"). For purposes of clarity, Schedule 3.3(a) sets forth the type and estimated amount of each anticipated Transition Expense, and NOVA shall not be liable for (i) any expense not enumerated in Schedule 3.3(a) or (ii) any increase in Transition Expense arising out of or relating to this Agreement, the Operative Documents or the transactions contemplated hereby or thereby.
Services During the Transition Period. During the Transition ------------------------------------- Period, Sellers shall, to the extent requested by Purchaser, perform, for the account of Purchaser, all the services performed by Sellers in connection with the Merchant Business prior to the Closing Date. Sellers shall perform such services substantially in the same manner as it performed (and in connection therewith shall utilize any Excluded Assets which it has historically used) in connection with the Merchant Business prior to the Closing Date and shall continue to outclear Merchant sales drafts using their respective current BIN and ICA numbers. In performing such services, Sellers shall follow the reasonable instructions of Purchaser, except that Sellers shall not be required to follow any instructions or use any steps that would require it to effect any systems enhancement or otherwise to perform such services in a manner materially different from the manner in which such services were performed prior to the Closing Date or that increase its cost of performing such services. In addition to the foregoing, Sellers shall at Purchaser's expense and as requested by Purchaser undertake its reasonable efforts to assist Purchaser in any conversion that may be required to enable Purchaser to process and settle Credit Card and Debit Card transactions on a system utilized by Purchaser or on any system utilized by any third-party vendor of Purchaser. In performing the services described in this Section 10.1(c), Sellers shall use the same degree of care it used in conducting the Merchant Business prior to the Effective Date.
Services During the Transition Period. (a) During the Transition Period, each Bank shall perform on behalf of and for the account of NOVA at the same location(s) presently used to conduct the Merchant Business all of the services performed by the Banks in connection with the Merchant Business prior to the Closing Date. Each Bank shall perform such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform such services in accordance with such performance standards, including underwriting guidelines, as are reasonably specified by NOVA (the "Performance Standards"). Certain Performance Standards are set forth on Schedule 3.2(a). In performing such services, each Bank shall follow the reasonable instructions of NOVA.
