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. 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. 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. 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 some of which, for the avoidance of doubt, contain card features 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, to be held at a time mutually acceptable to the parties but no later than fifteen (15) days after the Signature Date, 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 deconversion tapes on a day-to-day basis; and (vi) use commercially reasonable efforts to provide by 12:00 p.m. Pacific Time, on the day immediately following the Closing Date, two (2) sets of final data processing conversion file packages. Immediately following 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. The conversion of the data processing with respect to the Branches and the Assets and the Liabilities to be transferred hereunder will commence on the Closing Date and continue during the night on the Closing Date and the following morning. In connection with the conversion of the data processing, the Seller and the Buyer shall each cooperate with the other and, except as otherwise provided in this Agreement, shall each pay their own costs and expenses associated with the conversion of the data processing.
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 commence on the Closing Date and continue during the night on the Closing Date and the following morning; provided, Seller will reasonably cooperate with Buyer in its reasonable preparations for data processing conversion during the 30 days preceding the Closing Date. The Seller shall make available the required hard copy (printed) reports (and Magnetic Tapes, if applicable) in connection therewith for pick up from the Seller at a location mutually selected by the parties by 6:00 a.m. on such morning, subject to any production problems that are beyond the Seller's reasonable control. In connection with the conversion of the data processing, the Seller and the Buyer shall each cooperate with the other and shall each pay their own costs and expenses associated with the conversion of the data processing and shall bear equally the duties and responsibilities relating to the conversion.
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. Sequoia shall make available the required hard copy (printed) reports and magnetic tapes for both a validation (practice) run (the "Validation Run") and the actual data conversion run (the "Data Conversion Run") in accordance with the usual procedures for such matters at no cost to FNB. The Validation Run will occur on a mutually acceptable date thirty (30) to sixty (60) days prior to the Closing Date and the Data Conversion Run will commence on the Closing Date and continue during the night on the Closing Date and the following morning. If more than one Data Conversion Run or more than one Validation Run are required, Sequoia will provide the magnetic tapes (and printed reports, if requested) at a cost to FNB of no more than One Thousand Dollars ($1,000) for each additional set of magnetic tapes (whether or not accompanied by printed reports). In connection with the conversion of the data processing, Sequoia and FNB shall each cooperate with the other and shall bear equally the duties and responsibilities relating to the conversion.
Data Processing Conversion. Fiserv, Inc., the provider of data processing services for Purchaser, is prepared to assist in the immediate conversion of the information related to the Deposit, Loan and other Branch information from Seller’s to Purchaser’s data processing system other than the conversion of the Deferred Loans, which will occur on the Deferred Loan Closing Date, or as otherwise agreed by Seller and Purchaser.
