Common use of Transitional Matters Clause in Contracts

Transitional Matters. (a) From the date of this Agreement through the Closing Date, East Penn Financial and the Bank shall provide HNC all reasonable assistance requested by them in order to effect the Closing, including, but without limitation, the provision of all information and documents that are reasonably necessary for the Regulatory Filings, the applications for Regulatory Approvals and the Securities Filings to be made by HNC. East Penn Financial shall also use reasonable efforts to cause to be duly and timely filed the Securities Filings to be made by East Penn Financial. East Penn Financial and the Bank shall cooperate fully with HNC in preparing and filing the Regulatory Filings, the Securities Filings and any amendments and supplements thereto. (b) During the period from the date of this Agreement through the Closing Date, East Penn Financial and the Bank shall furnish or make available to HNC a copy of (i) each filing made with any Regulatory Authority or any federal or state securities regulatory agency, (ii) each state or local income tax or franchise tax return filed by or for Bank or any of the Subsidiaries with any state or local taxing authority and (iii) interim monthly financial statements related to East Penn Financial, Bank and each of the Subsidiaries in the form currently utilized. (c) During the period between the date of this Agreement and the Closing Date: (i) HNC shall have reasonable access to officers and employees of East Penn Financial and Bank at their respective offices for informational meetings regarding human resource matters and the procedures, policies and operations that HNC plans to implement from and after the Closing Date; and (ii) East Penn Financial and the Bank shall cooperate with HNC in arranging for meetings between HNC and the employees of East Penn Financial and Bank at the reasonable request of HNC. (d) During the period between the date of this Agreement and the Closing Date, East Penn Financial and the Bank will notify HNC of all regular and special meetings of the Boards of Directors and Executive Committees of East Penn Financial and Bank, and HNC or its representative will be permitted to attend all such meetings in person or by telephone, except to the extent the exclusion of HNC and its representatives may be required for the Board of Directors to exercise its duty under Pennsylvania law or otherwise as required under applicable law. In the event that HNC or its representative is unable to attend such meetings, East Penn Financial or Bank shall advise HNC of the matters conducted at such meeting as soon as practical. Notwithstanding the foregoing, all Board discussions and action concerning this Agreement or the Merger may be held at East Penn Financial’s discretion in a confidential session. (e) During the period between the date of this Agreement and the Effective Time, East Penn Financial and the Bank shall notify HNC in writing of any material regulatory, financial, operational or other developments affecting East Penn Financial and/or Bank, and/or their respective businesses. (f) HNC, East Penn Financial and the Bank shall cooperate with each other in the preparation and filing, as soon as practicable, of the Regulatory Filings, the Prospectus/Proxy Statement, and all other documents necessary to obtain any other approvals and consents required to effect Effective Time. (g) HNC and East Penn Financial shall consult upon the form and substance of any press release related to this Agreement and the Merger, but nothing contained herein shall prohibit either Party, following reasonable notification to the other Party, from making any disclosure which its counsel deems necessary under Applicable Requirements. (h) HNC, on the one hand, and East Penn Financial and Bank, on the other hand, shall cooperate with each other, and if mutually agreed in the interest of an orderly, cost effective consolidation of operations, terminate any contract or arrangement East Penn Financial or any Subsidiary may have with an outside service bureau or other vendor of services and substitute a contract or arrangement between HNC or any subsidiary of HNC (as HNC shall elect) and East Penn Financial for the provision of similar services to East Penn Financial or any Subsidiary on terms and conditions mutually acceptable to East Penn Financial and HNC. Except as otherwise provided in this Agreement, nothing in this subsection shall be construed as obligating East Penn Financial to terminate any contract or arrangement. (i) HNC and East Penn Financial shall, subject to applicable legal requirements, cooperate with each other, and if mutually agreed in the interest of an orderly, cost-effective consolidation of operations, terminate any in-house back office, support, processing or other operational activities or services of East Penn Financial or any Subsidiary, including without limitation accounting, loan processing and deposit services, and substitute a contract or arrangement between HNC or any subsidiary of HNC (as HNC shall select) and East Penn Financial for the provision of similar services to East Penn Financial or any Subsidiary on terms and conditions mutually acceptable to East Penn Financial and HNC. Except as otherwise provided in this Agreement, nothing in this subsection shall be construed as obligating East Penn Financial to terminate any activity or service prior to the Effective Time. (j) HNC and East Penn Financial shall each use reasonable best efforts and cooperate with each other to cause the Effective Time to occur on or before the Outside Effective Time; however, nothing herein shall be construed as committing either Party to close the transaction contemplated by this Agreement on or before such date.

Transitional Matters. (a) From the date of this Agreement through the Closing Date, East Penn Bay Net Financial and the Bank shall provide HNC Sterling all reasonable assistance requested by them in order to effect the Closing, including, but without limitation, the provision of all information and documents that are reasonably necessary for the Regulatory Applications and Securities Filings, the applications for Regulatory Approvals and the Securities Filings to be made by HNC. East Penn Financial shall also use reasonable efforts to cause to be duly and timely filed the Securities Filings to be made by East Penn Financial. East Penn Bay Net Financial and the Bank shall cooperate fully with HNC Sterling in preparing and filing the Regulatory Filings, the Applications and Securities Filings and any amendments and supplements thereto. (b) During the period from the date of this Agreement through the Closing Date, East Penn Date Bay Net Financial and the Bank shall furnish or make available to HNC Sterling a copy of (i) each filing made with any Regulatory Authority or any federal or state securities regulatory agency, (ii) each state or local income tax or franchise tax return filed by or for Bay Net Financial or Bank or any of the Subsidiaries with any state or local taxing authority and (iiiii) interim monthly financial statements related to East Penn Financial, Bay Net Financial and Bank and each of the Subsidiaries in the form currently utilized. (c) During the period between the date of this Agreement and the Closing Date: (i) HNC Sterling shall have reasonable access to officers and employees of East Penn Bay Net Financial and Bank at their respective offices for informational meetings regarding human resource matters and the procedures, policies and operations that HNC Sterling plans to implement from and after the Closing Date; and (ii) East Penn Bay Net Financial and the Bank shall cooperate with HNC Sterling in arranging for meetings between HNC Sterling and the employees of East Penn Bay Net Financial and Bank at the reasonable request of HNCSterling. (d) During the period between the date of this Agreement and the Closing Date, East Penn Bay Net Financial and the Bank will notify HNC Sterling of all regular and special meetings of the Boards of Directors and Executive Committees of East Penn Bay Net Financial and Bank, and HNC Sterling or its representative will be permitted to attend all such meetings in person or by telephone, except to the extent the exclusion of HNC and its representatives may be required for the Board of Directors to exercise its duty under Pennsylvania law or otherwise as required under applicable law. In the event that HNC Sterling or its representative is unable to attend such meetings, East Penn Bay Net Financial or Bank shall advise HNC Sterling of the matters conducted at such meeting as soon as practical. Notwithstanding the foregoing, all Board discussions and action concerning this Agreement or the Merger may be held at East Penn Financial’s discretion in a confidential session. (e) During the period between the date of this Agreement and the Effective Time, East Penn Bay Net Financial and the Bank shall notify HNC in writing Sterling of any material regulatory, financial, operational or other developments developments, whether or not in the Ordinary Course of Business, affecting East Penn Bay Net Financial and/or Bank, and/or their respective businessesbusinesses that Bay Net Financial reasonably determines may be material with respect to Bay Net Financial or Bank. (f) HNCSterling, East Penn Bay Net Financial and the Bank shall cooperate with each other in the preparation and filing, as soon as practicable, of the Regulatory Applications, the Securities Filings, the Prospectus/Proxy Statement, and all other documents necessary to obtain any other approvals and consents required to effect Effective Timeconsummation of the Merger. (g) HNC Sterling and East Penn Bay Net Financial shall consult upon the form and substance of any press release related to this Agreement and the Merger, but nothing contained herein in this Agreement shall prohibit either Partyparty, following reasonable notification to the other Partyparty, from making any disclosure which its counsel deems necessary under Applicable Requirementsapplicable law. (h) HNCSterling, on the one hand, and East Penn Bay Net Financial and Bank, on the other hand, shall cooperate with each other, and if mutually agreed in the interest of an orderly, cost effective consolidation of operations, terminate any contract or arrangement East Penn Bay Net Financial or any Subsidiary Bank may have with an outside service bureau or other vendor of services and substitute a contract or arrangement between HNC Sterling or any subsidiary of HNC Sterling Subsidiary (as HNC Sterling shall electselect) and East Penn Bay Net Financial for the provision of similar services to East Penn Bay Net Financial or any Subsidiary Bank on terms and conditions mutually acceptable to East Penn Bay Net Financial and HNCSterling. Except as otherwise provided in this Agreement, nothing in this subsection shall be construed as obligating East Penn Bay Net Financial to terminate any contract or arrangementarrangement or substitute a contract or arrangement with Sterling or a Sterling Subsidiary. (i) HNC Sterling and East Penn Bay Net Financial shall, subject to applicable legal requirements, cooperate with each other, and if mutually agreed in the interest of an orderly, cost-effective consolidation of operations, terminate any in-house back office, support, processing or other operational activities or services of East Penn Bay Net Financial or any SubsidiaryBank, including without limitation accounting, loan processing and deposit services, and substitute a contract or arrangement between HNC Sterling or any subsidiary of HNC Sterling Subsidiary (as HNC Sterling shall select) and East Penn Bay Net Financial for the provision of similar services to East Penn Bay Net Financial or any Subsidiary Bank on terms and conditions mutually acceptable to East Penn Bay Net Financial and HNCSterling. Except as otherwise provided in this Agreement, nothing in this subsection shall be construed as obligating East Penn Bay Net Financial to terminate any activity or service prior to the Effective Timeor substitute a contract or arrangement with Sterling or a Sterling Subsidiary. (j) HNC Sterling and East Penn Bay Net Financial shall each use reasonable best efforts and cooperate with each other to cause the Effective Time to occur on or before the Outside Effective Time; however, nothing herein shall be construed as committing either Party to close the transaction contemplated by this Agreement on or before such date.