Certain Accruals. As of or before the close of business on the last day of the calendar month preceding the Effective Date, the Company shall have accrued the following items of expense or income, net of any applicable tax benefit or expense:
(a) the benefit liability of SS Bank under the Sun State Bank Salary Continuation Plan, with respect to each executive of SS Bank covered thereby, through the Effective Date;
(b) the cost of having terminated the EDS Contract as required by section 4.10 of this Agreement, and the cost of complying with section 11.2(b) of this Agreement;
(c) the expense or income accompanying the conforming of the reserve for loan and lease losses of SS Bank to the requirements of section 4.8 of this Agreement and generally accepted accounting principles;
(d) the cost of (i) continuation or extension after the Effective Date of any existing directors and officers liability insurance policy covering the errors and omissions of directors and officers of the Company or SS Bank preceding the Effective Date, and (ii) continuation or extension after the Effective Date of any other errors and omissions, liability, or property and casualty insurance policy providing coverage to any directors, officers or employees of the Company or SS Bank preceding the Effective Date;
(e) the expense, through the Effective Date, of the attorneys, accountants, investment bankers, consultants, brokers and finders, and other third parties who will have rendered services to the Company or SS Bank through the Effective Date; and
(f) the expenses of the Company and SS Bank from May 1, 1997 through the Effective Date with respect to Third Party Termination Costs, including reasonable provision for any such costs and related expenses which foreseeably may be incurred by the Company or SS Bank following the Effective Date, in all cases without the accrual of any offsetting income tax benefit unless the accrual of such income tax benefit is concurred in by Zions Bancorp, which concurrence will not be unreasonably withheld.
Certain Accruals a. The Effective Date Financial Statements shall contain an accrual in the amount of DM 250,000 to cover the remedial actions described on Schedule 7.2. The parties agree that the amount of such accrual shall fully cover Seller's responsibility for all costs of taking the remedial actions described on Schedule 7.2 and that Buyer shall not make any claim against Seller under this Agreement to be indemnified for such costs. For the avoidance of doubt, the preceding two sentences shall not limit Buyer's ability to bring claims under Section 10 (to the extent provided therein) with respect to violations by the Group Companies of or liability under applicable Environmental Laws arising out of the underlying events or circumstances which the remedial actions described in Schedule 7.2 are designed to test or avoid, including, for example, with respect to any release or discharge of Hazardous Substances into the environment covered by Section 8.20.
b. The Effective Date Financial Statements shall contain an accrual in the amount of not less than DM 400,000 in respect of the claim by Konservenfabrik Siegxxxxx Xxxxxxxxxx XX referred to in its letter to the Company dated November 23, 1999. In the event that the full amount of such reserve is not needed to satisfy such claim, once such claim is fully and finally settled with Konservenfabrik Siegxxxxx Xxxxxxxxxx XX, the Company shall pay the amount of such reserve, if any, not needed to satisfy such claim (including any reimbursement by insurance therefor) to Seller.
Certain Accruals. Following the Closing, Inveresk agrees that it shall, or shall cause the Surviving Corporation to, pay to or on behalf of the employees of the Company and its Subsidiaries prior to December 31, 2003 any amounts which were accrued as of the Closing and reflected in the calculation of Closing Liquid Net Worth and which relate to employee bonuses, 401(k) matching contributions, and similar items. A trues, correct and complete list of all such amounts is set forth on Schedule 5.2 of this Agreement.
Certain Accruals. As of or before the close of business on the last day of the calendar month preceding the Effective Date, the Company shall have accrued the following items of expense or income, net of applicable tax benefit or expense:
(a) the one-time special assessment to fulfill Centennial's obligation to recapitalize SAIF as provided in section 2702 of the Economic Growth and Regulatory Paperwork Reduction Act of 1996, enacted as title II of H.R. 3610 on September 30, 1996;
(b) the cost of the professional services incurred in connection with the review, report and recommendations of KPMG Peat Marwick in connection with its October-November 1996 review of the operations of Centennial and the matters referred to in section 7.9;
(c) the expense or income accompanying the restatement of accounts of the Company and the Subsidiaries pursuant to section 7.9 to conform their carrying values to generally accepted accounting principles, and the conforming of the reserve for loan and lease losses to the requirements of generally accepted accounting principles; and
(d) the expense, through the Effective Date, of the attorneys, accountants, investment bankers, consultants, brokers and finders, and other third parties who will have rendered services to the Company or any Subsidiary through the Effective Date.
