Certain Policies of the Company. At the request of Parent, the Company shall modify and change its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) after the date on which all required regulatory approvals are received and all shareholder approvals are received and prior to the Effective Time so as to be consistent on a mutually satisfactory basis with those of Parent and generally accepted accounting principles. Neither the Company's representations, warranties and covenants contained in this Plan shall be deemed to be untrue or breached in any respect for any purpose nor shall the Exchange Ratio be modified as a consequence of any modifications or changes undertaken solely on account of this Section 5.2 nor shall the conditions set forth in Section 5.13 of this Plan be deemed to have occurred by virtue thereof.
Certain Policies of the Company. At or before the Effective Time, the Company shall make such accounting entries or adjustments as Western shall request in order to implement its plans for the Company following the Merger or to reflect merger-related expenses and costs; PROVIDED, HOWEVER, that (a) the Company shall not be required to take such action more than two days prior to the Effective Time, (b) no such adjustment shall require, based upon consultation with counsel and accountants for the Company, any filing with any governmental agency, or violate any law, rule or regulation applicable to the Company, (c) no such adjustment shall require any changes in net income or shareholders' equity that will be required to be contained in any financial statement required to be filed by the Company under the rules of the FDIC if the Company reasonably believes that all of the conditions to closing set forth in Article V will not be either satisfied or waived; and FURTHER PROVIDED, that in any event no accrual or reserve made by the Company pursuant to this Section 4.2 shall constitute or be deemed to be a breach or violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Plan or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of 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 the Company's management with any such adjustments.
Certain Policies of the Company. Upon the request of the Acquiror, the Company shall, consistent with generally accepted accounting principles and regulatory accounting principles, use its reasonable best efforts to record certain accounting adjustments intended to conform the loan, litigation and other accrual and reserve policies (including loan classifications and levels of reserves) of the Company and its Subsidiaries so as to reflect the policies of the Acquiror; provided, however, that the Company shall not be obligated to record any such accounting adjustments pursuant to this Section 6.17 (a) unless and until the Company shall be satisfied that the conditions to the obligation of the parties to consummate the Merger will be satisfied or waived on or before the Effective Time, and (b) in no event until the day prior to the Effective Date. The Company'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 Section 6.17.
Certain Policies of the Company. At the request of Parent, the Company shall modify and change its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) after the date on which all required regulatory approvals are received and prior to the Effective Time so as to be consistent on a mutually satisfactory basis with those of Parent and generally accepted accounting principles. The Company's representations, warranties and covenants contained in this Plan 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 Section 5.2 nor shall the conditions set forth in Section 5.13 of this Plan be deemed to have occurred by virtue thereof.
Certain Policies of the Company. At the request of the Acquiror, after the date on which all required federal depository institution regulatory approvals are received and prior to the Effective Time, the Company shall (i) to the extent consistent with GAAP and regulatory accounting principles and requirements, in each case as applied to financial institutions and not objected to by the
Certain Policies of the Company. (a) At the written request of Parent, the Company shall modify and change its loan, litigation, real estate valuation policies and practices (including loan classifications and levels of reserves), investment and asset/liability management policies and practices and operating and internal control procedures after the date on which all required regulatory and shareholder approvals are received and prior to the Effective Time so as to be consistent on a mutually satisfactory basis with those of Parent or CFSB; provided, that such policies and procedures are consistent with GAAP and all applicable laws and regulations.
(b) The Company'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 Section 6.10.
(c) Parent agrees to hold harmless, indemnify and defend the Company and IFC and their respective directors, officers and employees, from any loss, claim, liability or other damage caused by or resulting from compliance with this Section 6.10.
Certain Policies of the Company. (a) At the written request of the Purchaser, the Company shall, and shall cause the Company Bank to, modify and change its loan, litigation, real estate valuation policies and practices (including loan classifications and levels of reserves) and investment and asset/liability management policies and practices after the date on which all required federal depository institution regulatory approvals are received and prior to the Effective Time so as to be consistent on a mutually satisfactory basis with those of the Purchaser; PROVIDED, that such policies and procedures are consistent with generally accepted accounting principles and all applicable laws and regulations.
(b) The Company'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 Section 4.
Certain Policies of the Company. The Company shall, consistent with generally accepted accounting principles and regulatory accounting principles, use its best efforts to record any accounting adjustments required to conform its and the Company subsidiaries' loan, securitization, litigation and other reserve, and real estate valuation policies and practices (including securitization assumptions, loan classifications and levels of reserves) so as to reflect consistently on a mutually satisfactory basis the policies and practices of Parent; PROVIDED, HOWEVER, that the Company shall not be obligated to take any such actions until immediately prior to the Effective Time and PROVIDED, FURTHER, that such adjustment shall in no event result in any representation or warranty by the Company hereunder being inaccurate, in the breach of any of the Company's obligations hereunder or in the failure to satisfy any condition to Parent's obligations hereunder.
Certain Policies of the Company. At the written request of the Acquiror, the Company shall modify and change its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) immediately prior to the Effective Time so as to be consistent on a mutually satisfactory basis with those of the Acquiror and generally accepted accounting principles. The Company's representations, warranties and covenants contained in this Plan 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 Section 4.2.
Certain Policies of the Company. At the request of the Acquiror and consistent with the Assistance Agreement, the Company shall modify and change its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) after the receipt of all required federal depository institution regulatory approvals and prior to the Effective Time so as to be consistent on a mutually satisfactory basis with those of the Acquiror and generally accepted accounting principles; provided that the Company shall not be required to take any such action prior to the business day preceding the Closing Date. The Company'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 Section 5.
