Common use of Data Conversion Clause in Contracts

Data Conversion. (a) The conversion of the data processing with respect to the Assumed Liabilities and Transferred Assets will be completed on the weekend immediately following the Effective Time. Seller and Purchaser agree to cooperate to facilitate the orderly transfer of data processing information. Seller shall make available, during the weekend of the data conversion, such of its personnel as is reasonably necessary to complete such data conversion. Purchaser shall bear all of its costs and Seller’s third-party costs associated with such data conversion. (b) Seller and Purchaser shall cooperate to develop, by no later than July 8, 2011, the timetable for Purchaser to complete a conversion of data processing consistent with Section 6.4(a). Seller or its service providers shall provide initial data definitions and layouts that will form the basis for not less than three (3) electronic data transfers by Seller to Purchaser. At the request of Purchaser, the data transfers shall include all records of deposit balances and interest information relating to the Deposit Liabilities, all ATM debit card data relating to the Deposit Liabilities, and other records necessary for Purchaser to operate the Branch Offices commencing on the first (1st) business day after the Effective Time. Seller acknowledges that Purchaser will need prompt and timely delivery of such information, and Purchaser acknowledges that it will be required to promptly and timely utilize such information, to properly map the electronic conversion of records and test such conversion prior to Closing, and to the extent that either Seller or Purchaser fails to meet such timetable, or any of the data delivery or testing steps contained therein, the Closing Date may be delayed. Both Seller and Purchaser will use their commercially reasonable efforts to meet such timetable. (c) Seller agrees, at Purchaser’s cost and expense, to transfer to Purchaser, Seller’s routing number No. ▇▇▇▇▇▇▇▇▇ for the Branch Offices and Deposit Liabilities acquired and to take all actions necessary to accomplish such transfer to be effective as of the Effective Time. Seller agrees at its cost and expense to assign new account numbers to all deposits of the Branch offices not assumed by Purchaser pursuant to the terms of this Agreement and to furnish such depositors with checks on the forms of Seller, and to instruct such depositors to utilize Seller’s newly furnished checks, drafts and withdrawal order forms and cease using the checks, drafts, and withdrawal forms previously supplied by Seller that contain the routing numbers assigned to Purchaser pursuant to the terms of this Agreement.

Data Conversion. (a) The conversion of the data processing with respect to the Assumed Liabilities and Transferred Assets will be completed on the weekend immediately following the Effective Time. All pre-conversion customer actions must be completed no later than the Closing Date. Seller and Purchaser agree to cooperate to facilitate the orderly transfer of data processing information. Seller shall make available, during the weekend of the data conversion, such of its personnel as is reasonably necessary to complete such data conversion. Purchaser shall bear all of its costs associated with such data conversion, and Seller’s third-party Seller shall bear all of its costs associated with such data conversion. (b) Seller and Purchaser shall cooperate will provide to developPurchaser, by no later than July 826, 20112010, the timetable for Purchaser to complete a conversion of data processing consistent with Section 6.4(a3.4(a). Seller or its service providers Such information shall provide include initial data definitions and layouts that will form the basis for not less more than three (3) electronic data transfers by Seller or its service providers to Purchaser. Purchaser will provide to Seller, by no later than August 9, 2010, a project plan that provides for full conversion no later than October 31, 2010 and incorporates Seller’s requirements contained in the timetable provided to Purchaser. At the request of Purchaser, the data transfers shall include all records of deposit balances and interest information relating to the Deposit Liabilities, all ATM debit card data relating to the Deposit Liabilities, and other records necessary for Purchaser to operate the Branch Offices Transferred Banking Center commencing on the first (1st) business day after the Effective Time. Seller acknowledges that Purchaser will need prompt and timely delivery of such information, and Purchaser acknowledges that it will be required to promptly and timely utilize such information, to properly map the electronic conversion of records and test such conversion prior to Closing, and to the extent that either Seller or Purchaser fails to meet such timetable, or any of the data delivery or testing steps contained therein, the Closing Date may be delayed. Both Seller and Purchaser will use their commercially reasonable efforts to meet such timetable. (c) Seller agrees, at Purchaser’s cost and expense, to transfer to Purchaser, Seller’s routing number No. ▇▇▇▇▇▇▇▇▇ for the Branch Offices and Deposit Liabilities acquired and to take all actions necessary to accomplish such transfer to be effective as of the Effective Time. Seller agrees at its cost and expense to assign new account numbers to all deposits of the Branch offices not assumed by Purchaser pursuant to the terms of this Agreement and to furnish such depositors with checks on the forms of Seller, and to instruct such depositors to utilize Seller’s newly furnished checks, drafts and withdrawal order forms and cease using the checks, drafts, and withdrawal forms previously supplied by Seller that contain the routing numbers assigned to Purchaser pursuant to the terms of this Agreement.

Data Conversion. (a) The conversion Buyer intends to convert some or all of Seller’s information and data onto Buyer’s information technology systems (the “Data Conversion”). Buyer agrees to use all commercially reasonable efforts to promptly commence preparations for implementation of the data processing Data Conversion with respect to the Assumed Liabilities and Transferred Assets will be completed on goal of affecting the weekend immediately following the Effective Time. Seller and Purchaser agree to cooperate to facilitate the orderly transfer of data processing information. Seller shall make available, during the weekend of the data conversion, such of its personnel Data Conversion at or as is soon as reasonably necessary to complete such data conversion. Purchaser shall bear all of its costs and Seller’s third-party costs associated with such data conversion. (b) Seller and Purchaser shall cooperate to develop, by no later than July 8, 2011, the timetable for Purchaser to complete a conversion of data processing consistent with Section 6.4(a). Seller or its service providers shall provide initial data definitions and layouts that will form the basis for not less than three (3) electronic data transfers by Seller to Purchaser. At the request of Purchaser, the data transfers shall include all records of deposit balances and interest information relating to the Deposit Liabilities, all ATM debit card data relating to the Deposit Liabilities, and other records necessary for Purchaser to operate the Branch Offices commencing on the first (1st) business day practicable after the Effective Time. Seller acknowledges that Purchaser will need prompt and timely delivery of such informationagrees to cooperate with Buyer in preparing for the Data Conversion within the time frame set forth above, including providing reasonable access to data, information systems, and Purchaser acknowledges personnel having expertise with Seller’s and Fairmount Bank’s information and data systems; provided, however, that it will Seller shall not be required to promptly and timely utilize such information, to properly map the electronic conversion of records and test such conversion terminate any third-party service provided arrangements prior to Closing, and to the extent that either Seller or Purchaser fails to meet such timetable, or any of the data delivery or testing steps contained therein, the Closing Date may be delayed. Both Seller and Purchaser will use their commercially reasonable efforts to meet such timetable. (c) Seller agrees, at Purchaser’s cost and expense, to transfer to Purchaser, Seller’s routing number No. ▇▇▇▇▇▇▇▇▇ for the Branch Offices and Deposit Liabilities acquired and to take all actions necessary to accomplish such transfer to be effective as of the Effective Time. In the event that Seller agrees takes, at its cost the request of Buyer, any action relative to third parties to facilitate the Data Conversion that results in the imposition of any termination fees or other charges or expenses, Buyer shall indemnify Seller for all such fees, charges and expense to assign new account numbers to all deposits expenses, and the costs of reversing the Branch offices Data Conversion process, if the Merger is not assumed by Purchaser pursuant to consummated for any reason, other than the terms willful breach of this Agreement and by Seller; provided, however, that in no event shall Buyer be required to furnish indemnify Seller for such depositors with checks on termination fees or other charges or expenses, costs of reversing the forms Data Conversion process in excess of Seller$100,000 in the aggregate. (b) Until the Effective Time, Seller shall advise Buyer of all anticipated renewals or extensions of existing data processing service agreements, data processing software license agreements, data processing hardware lease agreements, and other material technology-related licensing, maintenance or service agreements with independent vendors (“Technology-Related Contracts”) involving Seller or Fairmount Bank. The material Technology-Related Contracts of Seller and Fairmount Bank are listed in Seller Disclosure Schedule 7.02(b). Notwithstanding any other provision of this Section 7.02, neither Seller nor Fairmount Bank shall be obligated to instruct take any irrevocable action, or irrevocably forego taking any action, with respect to those Technology-Related Contracts that would cause any such depositors agreement to utilize Seller’s newly furnished checksterminate, drafts and withdrawal order forms and cease using the checksexpire, drafts, and withdrawal forms previously supplied by Seller that contain the routing numbers assigned to Purchaser pursuant or be materially modified prior to the terms of this AgreementEffective Time.