Certain Modifications; Restructuring Charges. Peoples and BancTrust shall consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and Peoples shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as may be mutually agreed upon. Peoples and BancTrust shall also consult with respect to the character, amount and timing of restructuring charges to the be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with GAAP, as may be mutually agreed upon. No Party’s representations, warranties, agreements and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which my be undertaken on account of this Section 7.7.
Certain Modifications; Restructuring Charges. The Purchaser, the Company and WFS shall consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and the Company and WFS shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Parent Effective Time, as may be mutually agreed upon. The Purchaser, the Company and WFS shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with GAAP, as may be mutually agreed upon. No party’s representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 6.15.
Certain Modifications; Restructuring Charges. (1) FFB and FUNC shall consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and FFB shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as may be mutually agreed upon. FFB and FUNC shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with generally accepted accounting principles, as may be mutually agreed upon. No party's representations, warranties and covenants contained in this Plan shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 5.08.
(2) Each of FFB and FUNC agrees to cooperate with the other in effecting, prior to the Effective Time, repurchases of shares of FUNC Common Stock and/or FFB Common Stock; provided, however, that no such redemption or repurchase shall be effected by either party (i) if KPMG Peat Marwick LLP concludes that, as a result thereof, such firm may be unable to deliver the letters referred to in Section 6.05, (ii) if Sullivan & Cromwell, special tax counsel to FUNC and FFB, concludes thxx, xx x rexxxx xxxreof, such firm may be unable to deliver the opinion referred to in Section 6.10, (iii) except in accordance with the Exchange Act and other applicable law or (iv) on any day which FFB and FUNC reasonably conclude may fall within the period for determining the Average Closing Price (as defined in Section 7.01(E)).
(3) In the case of FFB, FFB agrees to amend its Dividend Reinvestment Plan ("DRP") so that after the execution of this Plan, no original issue shares of FFB Common Stock will be issued under the DRP.
Certain Modifications; Restructuring Charges. Seller and Franklin agree to consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and Seller shall make such modifications or changes to its policies and practices, if any, requested by Franklin provided, however, that Seller shall not be required to take such action (a) more than five days prior to the Effective Time, and (b) unless Franklin agrees in writing that all conditions to Closing set forth in Article VI have been satisfied or waived (other than those conditions relating to the delivery of certificates, opinions and other instruments and documents at the Closing). Seller and Franklin shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with GAAP requested by Franklin provided, however, that Seller shall not be required to take such action (a) more than five days prior to the Effective Time, and (b) unless Franklin agrees in writing that all conditions to Closing set forth in Article VI have been satisfied or waived (other than those conditions relating to the delivery of certificates, opinions and other instruments and documents at the Closing). No party's representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 5.9.
Certain Modifications; Restructuring Charges. 26 6.9 Takeover Laws...........................................................27 6.10 Options................................................................27
Certain Modifications; Restructuring Charges. Citizens and Mid Am agree to consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as may be mutually agreed upon. Citizens and Mid Am shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with generally accepted accounting principles, as may be mutually agreed upon. No party's representations, warranties and covenants contained in this Plan shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 6.8.
Certain Modifications; Restructuring Charges. Golden West and Wachovia shall consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and Golden West shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as may be mutually agreed upon. Golden West and Wachovia shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with GAAP, as may be mutually agreed upon; PROVIDED, HOWEVER, that Golden West shall not be obligated to take any such charges pursuant to this Section 6.15 unless and until Wachovia irrevocably acknowledges to Golden West in writing that all conditions to Wachovia's obligations to consummate the Merger under Article VII have been satisfied or, where legally permitted, waived. No party's representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 6.15.
Certain Modifications; Restructuring Charges. Republic and ExecuFirst shall consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and each shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as may be mutually agreed upon. Republic and ExecuFirst shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with generally accepted accounting principles, as may be mutually agreed upon. Republic shall use its reasonable best efforts to assist ExecuFirst in establishing a relationship with County Bank of Rehobeth Beach Delaware with respect to the "Refant Program". To the extent that ExecuFirst participates in the "Refant Program" and derives net income therefrom, all of such net income shall be added by ExecuFirst to its allowance for loan loss reserves (the "Loan Loss Reserves"); provided, however, that such net income and offsetting addition shall not have any effect on shareholders' equity or net income of ExecuFirst. In addition, following the execution of this Agreement and prior to the Effective Time, (i) ExecuFirst shall use its reasonable best efforts to modify its internal policies and procedures with respect to the determination of loan classifications to make such policies and procedures more consistent with the internal policies and procedures of Republic and, to accomplish such objective, shall maintain the amount of $250,000 in excess of the amount of its allowance for Loan Loss Reserves as calculated pursuant to the formula currently utilized by ExecuFirst to determine the amount of such Loan Loss Reserves, and (ii) Republic shall increase the amount of its Loan Loss Reserves by $250,000 at ExecuFirst's request at any time prior to the Effective Time. No party's representations, warranties and covenants contained in this Plan shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 5.08. Subject to the terms of Section 5.05 hereof, each of Republic and ExecuFirst shall be entitled to review any loan commitments exceeding $100,000 in principal balance which have entered into by the other party subsequent to the date hereof.
Certain Modifications; Restructuring Charges. (a) At the request of FleetBoston, each of Progress and the Progress Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, other real estate owned, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of FleetBoston, PROVIDED, HOWEVER, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Section 7.1. 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 Progress or its management with any such adjustments.
(b) No modification, change or any other action taken by Progress or any of the Progress Subsidiaries pursuant to this Section 6.16 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 -48- whether any such breach, violation or failure to satisfy shall have occurred. FleetBoston agrees to hold harmless, indemnify and defend Progress and the Progress Subsidiaries, and their respective directors, officers and employees, for any loss, claim, liability or other damage caused by or resulting from compliance with this Section 6.16, unless this Agreement has been terminated pursuant to Section 8.1(g) or (h) hereof.
Certain Modifications; Restructuring Charges. Bancorp and Skylands shall consult with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and Bancorp shall make such modifications or changes to its policies and practices, if any, and at such date prior to the Effective Time, as may be mutually agreed upon. Bancorp and Skylands shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges in accordance with generally accepted accounting principles, as may be mutually agreed upon. No party's representations, warranties and covenants contained in this Plan shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes to such policies and practices which may be undertaken on account of this Section 5.08.
