Absence of Certain Changes, Etc. Except in connection with the transaction contemplated hereby, since December 31, 2010, Seller’s business at the Branches has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such business and (a) there has not been any change in the condition (financial or otherwise), properties, business or results of operations of the Branches, or any development or combination of developments (other than those related to general economic conditions or conditions generally affecting the areas in which the Branches operate) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect; provided that, Seller makes no representation or warranty that there will be no change in the level of Deposits prior to the Closing Date that would reasonably be likely to result in a Material Adverse Effect, or that there will be any certain level of Deposits on the Closing Date, or (b) except as the parties may otherwise agree in writing, there has not been any material change by Seller in accounting principles, practices or methods that would affect the items reflected in the Preliminary Closing Statement or the Final Closing Statement, except as may be required by changes in GAAP.
Appears in 2 contracts
Samples: Branch Purchase and Assumption Agreement, Branch Purchase and Assumption Agreement (Waccamaw Bankshares Inc)
Absence of Certain Changes, Etc. Except in connection with the transaction contemplated hereby, since December 31, 20102002, Seller’s 's business at the Branches has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such business and (a) there has not been any material adverse change in the condition (financial or otherwise), properties, business or results of operations of the Branches, or any development or combination of developments (other than those related to general economic conditions or conditions generally affecting the industry and/or areas in which the Branches operate) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effectany such change; provided thatPROVIDED THAT, Seller makes no representation or warranty that there will be no material adverse change in the level of Deposits prior to the Closing Date that would reasonably be likely to result in a Material Adverse Effect, or that there will be any certain level of Deposits on the Closing Date, or (b) except as the parties may otherwise agree in writing, there has not been any material change by Seller in accounting principles, practices or methods that would affect the items reflected in the Preliminary Closing Statement or the Final Closing Statement, except as may be required by changes in GAAP.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (United Community Banks Inc)
Absence of Certain Changes, Etc. Except in connection with the transaction contemplated hereby, since December 31, 2010, Seller’s business at the Branches has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such business and (a) there has not been any change in the condition condition, (financial or otherwise), properties, business or results of operations of the Branches, or any development or combination of developments (other than those related to general economic conditions or conditions generally affecting the areas in which the Branches operate) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect; provided that, Seller makes no representation or warranty that there will be no change in the level of Deposits prior to the Closing Date that would reasonably be likely to result in a Material Adverse Effect, or that there will be any certain level of Deposits on the Closing Date, or (b) except as the parties may otherwise agree in writing, there has not been any material change by Seller in accounting principles, practices or methods that would affect the items reflected in the Preliminary Closing Statement or the Final Closing Statement, except as may be required by changes in GAAP.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (First Bancorp /Nc/)
Absence of Certain Changes, Etc. Except in connection with the -------------------------- transaction contemplated hereby, since December 31, 20102002, Seller’s 's business at the Branches has been conducted only in, and there has not been any material transaction other than according to, the ordinary and usual course of such business and (a) there has not been any material adverse change in the condition (financial or otherwise), properties, business or results of operations of the Branches, or any development or combination of developments (other than those related to general economic conditions or conditions generally affecting the areas in which the Branches operate) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effectany such change; provided that, Seller makes no representation or warranty that there will be no material adverse change in the level of Deposits prior to the Closing Date that would reasonably be likely to result in a Material Adverse Effect, or that there will be any certain level of Deposits on the Closing Date, or (b) except as the parties may otherwise agree in writing, there has not been any material change by Seller in accounting principles, practices or methods that would affect the items reflected in the Preliminary Closing Statement or the Final Closing Statement, except as may be required by changes in GAAP.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (First Bancorp /Nc/)