Common use of Transition Matters Clause in Contracts

Transition Matters. (a) Commencing following the date hereof, TD Banknorth and H▇▇▇▇▇ United shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts to facilitate the integration of the businesses and operating systems of H▇▇▇▇▇ United and its Subsidiaries with those of TD Banknorth and its Subsidiaries following the Effective Time. (b) H▇▇▇▇▇ United shall use its reasonable best efforts to close, on terms and conditions which are reasonably satisfactory to TD Banknorth, accounts of such money service operations, pursuant to which H▇▇▇▇▇ United, H▇▇▇▇▇ United Bank or their respective customers provide check cashing, money transfer, traveler’s check, foreign exchange and similar services to non-customers, as may be requested by TD Banknorth, effective immediately prior to the Effective Time. (c) Prior to the Effective Time, H▇▇▇▇▇ United shall (i) continue to use all reasonable efforts to comply with the terms of all agreements with, commitments to or orders of any Governmental Entity, including any related action plan, in accordance with their terms, and (ii) use all reasonable efforts to obtain the termination of the order to cease and desist issued by the FDIC against H▇▇▇▇▇ United Bank and related parties in May 2004 and any other such agreement, commitment or order as soon as practicable after the date hereof. (d) H▇▇▇▇▇ United shall (i) timely inform TD Banknorth of all material developments relating to the matters referred to in paragraphs (b) and (c) of this Section 7.12 and consult and cooperate with TD Banknorth with respect thereto and (ii) in the case of the matters referred to in paragraph (c) of this Section 7.12, take such actions as may be reasonably requested by TD Banknorth to enhance compliance with the enforcement actions identified therein and to obtain their termination as soon as practicable after the date hereof, including without limitation permitting TD Banknorth to test compliance with applicable requirements and provide H▇▇▇▇▇ United with employee and other resources to enhance such compliance.