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. (a) For a period of thirty (30) days following Closing, the Sellers and Parent shall cooperate with the Buyer as Buyer may reasonably request to effectuate the delivery of the Acquired Assets as the Buyer may request. Further, each of the Sellers and Parent agree that it will not take any action that is designed or intended to have the effect of discouraging any customer, supplier, licensor, lessor or other business associate from maintaining the same business relationships with respect to the Business or the Acquired Assets after the Closing as it maintained with respect to the Business or the Acquired Assets prior to the Closing. The Sellers and Parent shall promptly refer all customer inquiries relating to the Business or the Acquired Assets to the Buyer from and after the Closing.
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. 7.9 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. The Parties agree to take such actions as are specified on Schedule 9.11.
Certain Transition Matters. 28 (a) COLLECTION OF ACCOUNTS RECEIVABLE.....................................................28 (b) ENDORSEMENT OF CHECKS.................................................................28
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. (a) Effective as of the Closing Date, and for the sole purpose of assisting Purchaser to effect an orderly transition of the Facilities thereafter, Seller hereby grants to Purchaser and the Acquired Subsidiaries the right to continue to operate and use the computer hardware and software indicated by footnote on Schedule 2.9 (such computer hardware and software, collectively, the "Transition Equipment") for a period not to exceed ninety (90) days following the Closing Date in respect of the applicable Facility (the "Transition Term")
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.
