Accruals and Reserves. The charges, accruals, and reserves with respect to Taxes on the accounting Records of each Acquired Company are adequate and are at least equal to that Acquired Company’s liability for Taxes and to the Acquired Companies’ liability for Taxes on a consolidated basis, respectively.
Accruals and Reserves. At the request of NPB, subject to any limitations imposed by law, GAAP and the fiduciary duties of the Board of Directors of KNBT, KNBT shall establish such additional accruals and reserves as may be reasonably necessary to conform KNBT’s accounting and credit loss reserve practices and methods to those of NPB; provided, however, that KNBT shall not be required to take such action prior to the satisfaction (or waiver in writing) of the conditions to Closing set forth in Sections 6.01 and 6.02, as certified in writing to KBNT by NPB; provided further, however, that no such additional accruals and reserves will be required to be made more than five (5) business days prior to the Closing Date. No such additional accruals or reserves made by KNBT pursuant to this subsection shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of KNBT or its management with any such adjustments.
Accruals and Reserves. Company shall have established any accruals and reserves described in Section 5.11; and (g)
Accruals and Reserves. Company shall establish, immediately prior to the Effective Time of the Merger, such additional accruals and reserves as may be necessary (i) to conform Company’s accounting practices and methods to those of Xxxxx Fargo, consistent with Xxxxx Fargo’s plans with respect to the conduct of Company’s business following the Merger and (ii) to the extent permitted by generally accepted accounting principles, to provide for the costs and expenses relating to the consummation by Company of the Merger and the other transactions contemplated by this Agreement, provided, however, that Company shall not be required to take such actions more than three (3) business days prior to the Closing Date or prior to the time Xxxxx Fargo agrees that all of the conditions to its obligation to close as set forth in paragraph 7 have been satisfied or waived (other than the deliveries to be made on the Closing Date) and no such adjustment shall (A) require any prior filing with any governmental agency or regulatory authority or (B) violate any law, rule, or regulation applicable to Company; provided that in any event no accrual or reserve made by Company pursuant to this paragraph 4(l) shall constitute or deemed to be a breach, violation of, or failure to satisfy any representation, warranty, covenant, condition, or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation, or failure to satisfy shall have occurred.
Accruals and Reserves. Company shall establish, immediately prior to the Effective Time of the Merger, such additional accruals and reserves as may be necessary (i) to conform Company's accounting and credit loss reserve practices and methods to those of Xxxxx Fargo, consistent with Xxxxx Fargo's plans with respect to the conduct of Company's business following the Merger and (ii) to the extent permitted by generally accepted accounting principles, to provide for the costs and expenses relating to the consummation by Company of the Merger and the other transactions contemplated by this Agreement.
Accruals and Reserves. At the request of NPB, subject to any limitations imposed by law, GAAP and the fiduciary duties of the Board of Directors of NFC, NFC shall establish such additional accruals and reserves as may be reasonably necessary to conform NFC’s accounting and credit loss reserve practices and methods to those of NPB; provided, however, that NFC shall not be required to take such action prior to the satisfaction (or waiver in writing) of the conditions to Closing set forth in Section 6.01; provided further, however, that no such additional accruals and reserves will be required to be made more than five (5) business days prior to the Closing Date. No such additional accruals or reserves made by NFC pursuant to this subsection shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of NFC or its management with any such adjustments.
Accruals and Reserves. At the request of Purchaser, subject to any limitations imposed by Law and the fiduciary duties of the Board of Directors of Company, Company shall establish such additional accruals and reserves as may be reasonably necessary to conform Company's accounting and credit loss reserve practices and methods to those of Purchaser; 40
Accruals and Reserves. 52 Section 5.23
Accruals and Reserves. BVB shall establish such additional accruals and reserves as may be necessary (i) to conform BVB's accounting and credit loss reserve practices and methods to those of Interchange, consistent with Interchange's plans with respect to the conduct of BVB's business following the Merger and (ii) to the extent permitted by GAAP, to provide for the costs and expenses relating to the consummation by BVB of the Merger and the other transactions contemplated by this Agreement. BVB's representations, warranties, and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken solely on account of this Section 5.22.
Accruals and Reserves. As of the Closing, and contingent upon such Closing, Seller and the Affiliated Seller Entities shall, after consultation with MB, consistent with GAAP and the accounting rules, regulations and interpretations of all regulatory agencies having jurisdiction in regard thereto, as well as any applicable federal taxation rules, and provided that there shall be no change in the amount of merger consideration to be paid hereunder or under the Bank Merger Agreement as a result thereof, modify and change their loan, accrual and reserve policies and practices (including loan classifications, levels of reserves and accruals and asset disposition strategies) to (i) reflect the plans of MB with respect to the conduct of the business of Seller and the Affiliated Seller Entities following the Holding Company Acquisition and the Mergers, and (ii) make adequate provisions for the costs and expenses relating thereto, so as to be applied consistently on a mutually satisfactory basis with those of MB and its subsidiaries and affiliates; provided, however, that neither Seller nor any of the Affiliated Seller Entities shall be obligated to take, in any respect, any such action pursuant to this subparagraph unless and until MB acknowledges that all conditions to its obligation to consummate the Holding Company Acquisition and the Mergers have been satisfied or waived and Seller and each of the Seller Stockholders and Affiliated Seller Entities acknowledge that all conditions to their obligations to consummate the Holding Company Acquisition and the Mergers have been satisfied or waived.
