Common use of Without limiting Section 4 Clause in Contracts

Without limiting Section 4. 11(a), Seller and the Bank shall use all reasonable efforts to provide data processing and other processing support, including support from outside contractors, to assist CNB in performing all tasks reasonably required to result in a successful conversion of the Bank's data and other files and records to CNB's production environment, when requested by CNB and sufficient to ensure that a successful conversion can occur at such time as CNB requests at or after the Closing Date. Among other things, Seller and the Bank shall: (i) cooperate with CNB to establish a mutually agreeable project plan to effectuate the conversion; (ii) use their reasonable efforts to have the Bank's outside contractors continue to support both the conversion effort and the Bank's needs until the conversion can be established; (iii) provide, or use its reasonable efforts to obtain from any outside contractors, all data or other files and layouts requested by CNB for use in planning the conversion, as soon as possible; (iv) provide reasonable access to personnel at corporate headquarters, data and other processing centers, all branches and, with the consent of outside contractors, at outside contractors, to enable the conversion effort to be completed on schedule; and (v) to the extent reasonably practicable and not adverse to the interests of the Seller or the Bank, give notice of termination of the contracts of outside data processing and other contractors or other third-party vendors when directed to do so by CNB, provided that such notice can be and is conditioned upon the completion of the transactions contemplated hereby. Seller and the Bank shall be required to take any action required by this Section 4.11(b)(v) if (A) CNB provides an undertaking to the Seller and the Bank in form and substance reasonable satisfactory to Seller and the Bank to the effect that CNB shall, in the event that the Acquisition is not consummated, indemnify the Seller and the Bank against all losses, claims, damages and liabilities resulting from such action, and (B) CNB provides arrangements through a third-party provider reasonably acceptable to the Seller and the Bank, which will provide service levels and cost levels reasonably comparable to those service levels and cost levels that would otherwise be available to the Bank.

Without limiting Section 4. 11(a4(a) hereof, Buyer shall, and shall use reasonable best efforts to cause its Representatives and Affiliates (including all Licensing Affiliates) to, file, or cause to be filed, (x) within thirty (30) days after the date hereof, all filings pursuant to the HSR Act (and, to the extent applicable, all filings under the antitrust Laws of any applicable jurisdiction), Seller and the Bank shall use all reasonable efforts to provide data processing and other processing support, including support from outside contractors, to assist CNB in performing all tasks reasonably required to result in a successful conversion of the Bank's data and other files and records to CNB's production environment, when requested by CNB and sufficient to ensure that a successful conversion can occur at such time as CNB requests at or (y) within thirty (30) days after the Closing Datedate hereof, all required initial applications and documents in connection with obtaining all required Gaming Approvals and (z) as soon as reasonably practicable after the date hereof, all Governmental Approvals other than those set forth in subclause (x) or subclause (y), and shall act diligently and promptly to pursue the Governmental Approvals. Among other things, Seller and the Bank shall: (i) cooperate with CNB to establish a mutually agreeable project plan to effectuate the conversion; (ii) use their reasonable efforts to have the Bank's outside contractors continue to support both the conversion effort and the Bank's needs until the conversion can be established; (iii) provide, or Each party hereto shall use its reasonable best efforts to obtain from supply as promptly as practicable to the appropriate Governmental Entity any outside contractorsadditional information and material that may be requested thereby, including in respect of required Gaming Approvals, the HSR Act and the antitrust Laws of any applicable jurisdiction, and shall cooperate with the other parties hereto in connection with the making of all data filings referenced in the preceding sentence, including, subject to applicable Laws relating to the exchange of information, providing copies of all such filed documents to the other parties hereto and their Representatives (other than copies of personal applications made under applicable Gaming Laws and any documents or information related thereto provided that materials may be redacted to remove references concerning the valuation of the Company and as necessary to address reasonable attorney-client or other files privilege or confidentiality concerns). Prior to Closing, the parties hereto shall use reasonable best efforts to schedule and layouts requested by CNB for use in planning attend any hearings or meetings with Governmental Entities as promptly as possible. From the conversiondate of this Agreement until the Closing, Buyer shall keep Seller reasonably informed with respect to Buyer’s pursuit of Governmental Approvals and, upon written request of Seller, Buyer will provide to Seller, as soon as possible; reasonably practicable, a report (ivwhich may include e-mail or verbal communication) provide reasonable access to personnel at corporate headquarters, data concerning the status and other processing centers, all branches and, with the consent of outside contractors, at outside contractors, to enable the conversion effort to be completed on schedule; and (v) to the extent reasonably practicable and not adverse to the interests progress of the Seller or the Bank, give notice application and licensing process with respect to its pursuit of termination of the contracts of outside data processing and other contractors or other third-party vendors when directed to do so by CNB, provided that such notice can be and is conditioned upon the completion of the transactions contemplated hereby. Seller and the Bank shall be required to take any action required by this Section 4.11(b)(v) if (A) CNB provides an undertaking to the Seller and the Bank in form and substance reasonable satisfactory to Seller and the Bank to the effect that CNB shall, in the event that the Acquisition is not consummated, indemnify the Seller and the Bank against all losses, claims, damages and liabilities resulting from such action, and (B) CNB provides arrangements through a third-party provider reasonably acceptable to the Seller and the Bank, which will provide service levels and cost levels reasonably comparable to those service levels and cost levels that would otherwise be available to the BankGovernmental Approvals.