Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, LPB shall and shall cause its Subsidiaries to make, consistent with GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as LPB and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses.
(b) LPB recognizes that Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), from and after the date hereof LPB shall consult and cooperate in good faith with Horizon with respect to conforming the loan and accounting policies and practices of LPB to those policies and practices of Horizon for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from Horizon to LPB, based upon such consultation and subject to the conditions in Section 5.05(d).
(c) Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), LPB shall consult and cooperate in good faith with Horizon with respect to determining, as reasonably specified in a written notice from Horizon to LPB, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of LPB’s expenses of the Merger.
(d) Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), LPB and LPSB shall make such conforming changes and entries as contemplated in Section 5.05(a), Section 5.05(b) and Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date and only after Horizon acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to LPB that Horizon will at the Effective Time deliver to LPB the certificate contemplated in Section 7.02(g).
(e) LPB’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 at Horizon’s request in compliance with Se...
Accruals for Loan Loss Reserve and Expenses. 5.19.1 Prior to the Effective Time, Company shall and shall cause the Company Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as Purchaser may reasonably request and Company and the Company Subsidiaries shall deem to be appropriate or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses.
5.19.2 Subject to applicable Law (including without limitation the rules and regulations of the SEC, U.S Department of Justice and Federal Trade Commission guidelines regarding pre-merger information exchange between competitors, applicable banking laws and regulations and GAAP), Company shall consult and cooperate with Purchaser to (i) make such conforming entries to conform the loan and accounting policies and practices of Company to the policies and practices of Purchaser and (ii) recognize Company’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by Purchaser, but in no event in the case of (i) or (ii) prior to the Closing and satisfaction or waiver of all conditions to the Merger.
5.19.3 Company’s representations, warranties and covenants contained in this Plan of Merger shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken on account of Section 5.19.4.
5.19.4 Any actions, accruals, expenses or adjustments taken pursuant to this Section 5.19 shall be disregarded and appropriate adjustments shall be made in any financial or performance measure used as of the Effective Time to determine the Merger Consideration or any payment under any incentive compensation or other compensatory agreement, plan or arrangement.
Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, Monroe shall and shall cause its Subsidiaries to make, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as Monroe and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses.
(b) Monroe recognizes that ONB may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), from and after the date hereof Monroe shall consult and cooperate in good faith with ONB with respect to conforming the loan and accounting policies and practices of Monroe to those policies and practices of ONB for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from ONB to Monroe, based upon such consultation and subject to the conditions in Section 5.05(d).
(c) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), Monroe shall consult and cooperate in good faith with ONB with respect to determining, as reasonably specified in a written notice from ONB to Monroe, based upon such consultation and subject to the conditions in Section 5.05(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of Monroe’s expenses of the Merger.
(d) Subject to applicable law (including without limitation the rules and regulations of the SEC, applicable banking laws and regulations and GAAP), Monroe shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of Monroe to the policies and practices of ONB as contemplated in Section 5.05(b) above and (ii) recognize Monroe’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by ONB as contemplated in Section 5.05(c) above, but in no event prior to the 5th day next preceding the Closing Date and only after ONB acknowledges that all...
Accruals for Loan Loss Reserve and Expenses. FNB will cooperate with ACB and will make such appropriate accounting entries in its books and records and take such other actions as FNB shall, in its sole discretion, deem to be necessary or desirable in anticipation of the Merger, including without limitation additional provisions to First National’s Loan Loss Reserve or accruals or the creation of reserves for employee benefit and expenses related to the transactions described in this Agreement; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by FNB and ACB, FNB shall not be required to make any such accounting entries until immediately prior to the Closing. FNB’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 Paragraph 4.01(f).
Accruals for Loan Loss Reserve and Expenses. Consistent with GAAP, Mutual will cooperate with Bancorp and will make such appropriate accounting entries in its books and records and take such other actions as Bancorp shall deem to be necessary or desirable in anticipation of the Merger, including without limitation additional provisions to Mutual’s Loan Loss Reserve or accruals or the creation of reserves for employee benefit and Merger-related expenses; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by Mutual and Bancorp, Mutual shall not be required to make any such accounting entries until immediately prior to the Closing.
Accruals for Loan Loss Reserve and Expenses. Prior to the Effective Time, FSB shall make, consistent with GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as FSB shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses.
Accruals for Loan Loss Reserve and Expenses. HC Financial and High ------------------------------------------- Country will cooperate with Yadkin and will make such appropriate accounting entries in their books and records and take such other actions as HC Financial and High Country shall, in their sole discretion, deem to be necessary or desirable in anticipation of the Merger, including without limitation additional provisions to High Country's Loan Loss Reserve or accruals or the creation of reserves for employee benefits and expenses related to the transactions described in this Agreement; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by HC Financial and Yadkin, HC Financial and High Country shall not be required to make any such accounting entries until immediately prior to the Effective Time.
Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, Heartland shall and shall cause its Subsidiaries to make, consistent with GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as Heartland and its Subsidiaries shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses.
(b) Heartland recognizes that Horizon may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), from and after the date hereof Heartland shall consult and cooperate in good faith with Horizon with respect to conforming the loan and accounting policies and practices of Heartland to those policies and practices of Horizon for financial accounting and/or income tax reporting purposes.
(c) Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), Heartland shall consult and cooperate in good faith with Horizon with respect to determining the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of Heartland’s expenses of the Merger.
(d) Heartland’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 at Horizon’s request in compliance with Section 5.05.
Accruals for Loan Loss Reserve and Expenses. SSB will cooperate with BNC and will make such appropriate accounting entries in its books and records and take such other actions as BNC and SSB shall mutually deem to be necessary or desirable in anticipation of the Merger, including without limitation additional provisions to SSB’s Loan Loss Reserve or accruals or the creation of reserves for employee benefit and Merger-related expenses; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by SSB and BNC, SSB shall not be required to make any such accounting entries until immediately prior to the Closing.
Accruals for Loan Loss Reserve and Expenses. (a) Prior to the Effective Time, Dupont shall make, consistent with GAAP and applicable banking laws and regulations, such appropriate accounting entries in its books and records and use commercially reasonable efforts to take such other actions as Dupont shall deem to be necessary or desirable in anticipation of the Merger including, without limitation, accruals or the creation of reserves for employee benefits and Merger-related expenses.
(b) Dupont recognizes that River may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), from and after the date hereof Dupont shall consult and cooperate in good faith with River with respect to conforming the loan and accounting policies and practices of Dupont to those policies and practices of River for financial accounting and/or income tax reporting purposes, as reasonably specified in each case in writing from River to Dupont based upon such consultation and subject to the conditions in Section 4.15(d).
(c) Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), Dupont shall consult and cooperate in good faith with River with respect to determining, as reasonably specified in a written notice from River to Dupont, based upon such consultation and subject to the conditions in Section 4.15(d), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes of Dupont’s expenses of the Merger.
(d) Subject to applicable law (including without limitation applicable banking laws and regulations and GAAP), Dupont shall consult and cooperate in good faith to (i) make such conforming entries to conform the loan and accounting policies and practices of Dupont to the policies and practices of River as contemplated in Section 4.15(b) above and (ii) recognize Dupont’s expenses of the Merger for financial accounting and/or income tax reporting purposes at such times as are reasonably requested in writing by River as contemplated in Section 4.15(c) above, but in no event prior to the 5th day next preceding the Closing Date and only after River acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to Dupont and Citizens, as applicable, that River will at the Effective Time deliver to Dupont the cert...
