Common use of Certain Changes and Adjustments Clause in Contracts

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, 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 and the BuyerBuyer Bank's plans with respect to the conduct of foregoing after the Surviving Bank's businessEffective Time; provided, however, that neither the Seller and nor the Seller Bank shall not be obligated to take any action pursuant to this Section 5.05 (x) which is inconsistent with GAAP or and, in any law or regulation applicable to the Seller or the Seller Bank and (y) event, unless and until the Buyer acknowledges, and the Seller is and the Seller Bank are satisfied, that all conditions to Seller's obligation 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 or the Seller Bank 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 In the event that the Seller or any of its subsidiaries takes, at the request of the Buyer, any action pursuant to this Section 5.5, the Buyer shall indemnify the Seller and its subsidiaries for any fees, expenses and charges, and the costs of reversing the action taken, 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, 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 and the Buyer's plans with respect to the conduct of foregoing after the Surviving Bank's businessEffective Time; providedPROVIDED, howeverHOWEVER, that neither the Seller and nor the Seller Bank shall not be obligated to take any action pursuant to this Section 5.05 (x) 5.5 which is inconsistent with GAAP or any law or regulation applicable to which the Seller's independent auditors object. Prior to the Closing, the Buyer and Seller or shall also consult with each other concerning the matters set forth in Section 5.5 of the Seller Disclosure Schedule; PROVIDED, HOWEVER, that neither the Seller nor the Seller Bank shall be obligated to take any action pursuant to this Section 5.5 which is inconsistent with GAAP or to which the Seller's independent auditors object. Moreover, the Seller and (y) unless and until the Buyer acknowledgesshall consult with each other concerning the potential sale of the Seller's credit card business to a third party concurrently with, and or promptly after, the Closing. Prior to Closing, at the request of Buyer, Seller shall cause the Seller is satisfied, that Bank to take such actions as are necessary to dissolve Benefits Consulting and terminate all conditions to consummate of the Merger have been satisfied and that the Buyer intends to consummate the Merger in accordance with the terms agreements of this AgreementBenefits Consulting. No action taken by the Seller or the Seller Bank pursuant to this Section 5.05 5.5 or the consequences resulting therefrom there from shall be deemed to be a breach of any representation, warranty, agreement or covenant herein or constitute a Material Adverse Effect. If for In the event that the Seller or any reason of its subsidiaries takes, at the Merger is not consummated in accordance with request of the terms of Buyer, any action pursuant to this AgreementSection 5.5, the Buyer will shall indemnify the Seller and its subsidiaries for any out- of-pocket fees, charges or expensesexpenses and charges, and the costs of reversing the action taken in connection with taken, if for any reason the changes and adjustments made at the request of the BuyerMerger is not consummated.

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 and the Buyer's plans with respect to the conduct of foregoing after the Surviving Bank's businessEffective Time; provided, however, that neither the Seller and nor the Seller Bank shall not be obligated to take any action pursuant to this Section 5.05 (x) 5.5 which is inconsistent with GAAP or to which the Seller's independent auditors object and, in any law or regulation applicable to the Seller or the Seller Bank and (y) event, unless and until the Buyer acknowledges, and the Seller is and the Seller Bank are satisfied, that all conditions to either party's obligation to consummate the Merger have been satisfied and that the Buyer intends to shall consummate the Merger in accordance with the terms of this Agreement. No action taken by the Seller or the Seller Bank pursuant to this Section 5.05 5.5 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 In the event that the Seller or any reason of its subsidiaries takes, at the Merger is not consummated in accordance with request of the terms of Buyer, any action pursuant to this AgreementSection 5.5, the Buyer will shall indemnify the Seller and its subsidiaries for any fees, charges or expensesexpenses and charges, and the costs of reversing the action taken in connection with taken, if for any reason the changes and adjustments made at the request of the BuyerMerger is not consummated.

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 and the Buyer's plans with respect to the conduct of foregoing after the Surviving Bank's businessEffective Time; provided, however, that neither the Seller and nor the Seller Bank shall not be obligated to take any action pursuant to this Section 5.05 (x) which is inconsistent with GAAP or to which the Seller's independent auditors object and, in any law or regulation applicable to the Seller or the Seller Bank and (y) event, unless and until the Buyer acknowledges, and the Seller is and the Seller Bank are satisfied, that all conditions to either party's obligation to consummate the Merger have been satisfied and that the Buyer intends to shall consummate the Merger in accordance with the terms of this Agreement. No action taken by the Seller or the Seller Bank 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 In the event that the Seller or any of its subsidiaries takes, at the request of the Buyer, any action pursuant to this Section 5.5, the Buyer shall indemnify the Seller and its subsidiaries for any fees, expenses and charges, and the costs of reversing the action taken, 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, the Buyer Seller and the Seller its subsidiaries shall consult and cooperate with each other concerning the Seller Bank's modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to reflect be applied on a basis that is consistent with that of the Buyer's plans with respect to the conduct of the Surviving Bank's business; provided, however, that neither the Seller and the Seller Bank nor any of its subsidiaries shall not be obligated to take any action pursuant to this Section 5.05 (x) 5.5 which is inconsistent with GAAP GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, or to which the Seller's independent auditors object and, in any law or regulation applicable to the Seller or the Seller Bank and (y) event, unless and until the Buyer acknowledges, and the Seller is and its subsidiaries are satisfied, that all conditions to either party's obligation to consummate the Merger have been satisfied and that the Buyer intends to shall consummate the Merger in accordance with the terms of this Agreement. No action taken by the Seller or any of its subsidiaries pursuant to this Section 5.05 5.5 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 In the event that the Seller or any of its subsidiaries takes, at the request of the Buyer, any action pursuant to this Section 5.5, the Buyer shall indemnify the Seller and its subsidiaries for any fees, expenses and charges, and the costs of reversing the action taken, 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.