Certain Changes and Adjustments. Prior to the Closing, the Buyer and the Seller shall consult and cooperate with each other concerning the Seller Bank's loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) to reflect the Buyer's plans with respect to the conduct of the Surviving Bank's business; provided, however, that the Seller and the Seller Bank shall not be obligated to take any action pursuant to this Section 5.05 (x) which is inconsistent with GAAP or any law or regulation applicable to the Seller or the Seller Bank and (y) unless and until the Buyer acknowledges, and the Seller is satisfied, that all conditions to consummate the Merger have been satisfied and that the Buyer intends to consummate the Merger in accordance with the terms of this Agreement. No action taken by the Seller pursuant to this Section 5.05 or the consequences resulting therefrom shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect. If for any reason the Merger is not consummated in accordance with the terms of this Agreement, the Buyer will indemnify the Seller for any fees, charges or expenses, and the costs of reversing the action taken in connection with the changes and adjustments made at the request of the Buyer.
Certain Changes and Adjustments. Prior to the Closing (as defined in Section 10.01 hereof), the Buyer and the Seller shall consult and cooperate with each other concerning the Seller's Bank's loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) to reflect Buyer's plans with respect to the conduct of the Seller's Bank's business following the Merger; provided, however, that the Seller and the Seller's Bank shall not be obligated to take any action pursuant to this Section which is inconsistent with GAAP and unless and until the Buyer acknowledges, and the Seller and the Seller's Bank are satisfied, that all conditions to Seller's obligation to consummate the Merger have been satisfied. No action taken by the Seller or the Seller's Bank pursuant to this Section or the consequences resulting therefrom shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect.
Certain Changes and Adjustments. Prior to the Closing, Camden, KSB and the Bank shall consult and cooperate with each other concerning the Bank’s loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) to reflect Camden’s plans with respect to the conduct of the Surviving Corporation’s business and the then anticipated post-closing disposition of certain assets of the Surviving Corporation following the Bank Merger; provided, however, that neither KSB nor the Bank shall be obligated to take any action pursuant to this Section which is inconsistent with GAAP and unless and until Camden acknowledges, and KSB and the Bank are satisfied, that all conditions to its obligation to consummate the Merger have been satisfied; and provided further, that neither KSB nor the Bank shall be obligated to take any action pursuant to this Section 7.4 earlier than five (5) business days prior to the Effective Date. No action taken by KSB or the Bank pursuant to this Section or the consequences resulting therefrom shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect.
Certain Changes and Adjustments. Prior to the Closing, the Buyer -------------------------------- and the Seller shall consult with each other concerning the Seller Bank's loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and the Buyer's plans with respect to the foregoing after the Effective Time. Moreover, the Seller and the Buyer shall consult with each other concerning (i) the potential sale of certain of Seller's assets to third parties and (ii) the potential dissolution of certain of Seller's subsidiaries, any such action to be done immediately preceding, concurrently with, or promptly after, the Closing. No action taken by the Seller or the Seller Bank pursuant to this Section 5.5 or the consequences resulting there from shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect on the Seller.
Certain Changes and Adjustments. Prior to the Effective Time, (a) BPFH and FSB shall consult and cooperate with each other concerning FSB's Bank's loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) to reflect BPFH's plans with respect to the conduct of FSB's Bank's business following the Merger and (b) FSB shall take the actions specified in SCHEDULE 5.12 with respect to the specific loans identified therein; PROVIDED, HOWEVER, that FSB and FSB's Bank shall not be obligated to take any action pursuant to this Section 5.12 which is inconsistent with GAAP. No action taken by FSB or FSB's Bank pursuant to this Section 5.12 or the consequences resulting therefrom shall be deemed (i) to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect, or (ii) to affect adversely the determination of the bonus or other compensation to be paid to any FSB employee.
Certain Changes and Adjustments. 29 5.6 Branches........................................................29 5.7 Servicing.......................................................29 5.8
Certain Changes and Adjustments. 38 SECTION 5.04. ALCO MANAGEMENT..................................................................... 38 SECTION 5.05. COVENANT OF THE BUYER............................................................... 39
Certain Changes and Adjustments. Prior to the Closing (as defined in Section 9.01 hereof), Purchaser, the Company and the Bank shall consult and cooperate with each other concerning the Bank's loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) to reflect Purchaser's plans with respect to the conduct of the Surviving Bank's business and the then anticipated post-closing disposition of certain assets of the Surviving Bank following the Bank Merger; provided, however, that neither the Company nor the Bank shall be obligated to take any action pursuant to this Section which is inconsistent with GAAP and unless and until Purchaser acknowledges, and the Company and the Bank are satisfied, that all conditions to its obligation to consummate the Holding Company Merger have been satisfied. No action taken by the Company or the Bank pursuant to this Section or the consequences resulting therefrom shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect.
Certain Changes and Adjustments. 27 5.5 Authorization from Others.............................27 5.6
Certain Changes and Adjustments. Prior to the Closing, Buyer and Seller shall consult and cooperate with each other concerning Seller's and Buyer's loan, litigation and real estate valuation policies and practices to reflect Buyer's plans with respect to the conduct of Seller's business; PROVIDED, HOWEVER, that Seller shall not be obligated to take any action pursuant to this Section 5.4 which is inconsistent with GAAP and unless and until Buyer acknowledges, and Seller is satisfied, that all conditions to its obligations under this Agreement have been satisfied. No action taken by Seller pursuant to this Section 5.4 or the consequences resulting therefrom shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Seller Material Adverse Effect.
