Common use of Certain Policies Clause in Contracts

Certain Policies. Prior to the Effective Date, each of the Company and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, 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 be applied on a basis that is consistent with that of Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and 7.01(b); and further provided that in any event, no accrual or reserve made by the Company or any of its Subsidiaries pursuant to this Section 6.15 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective DateTime, each of the Company H▇▇▇▇▇ United and its Subsidiaries shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, 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 be applied on a basis that is consistent with that of Parent; TD Banknorth, provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a8.1(a) and 7.01(b8.1(b); and provided further provided that in any event, no accrual or reserve made by the Company H▇▇▇▇▇ United or any of its Subsidiaries pursuant to this Section 6.15 7.15 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company H▇▇▇▇▇ United or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each of the Company First Mutual and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, use its reasonable best efforts to modify or change its loanLoan, OREO, accrual, reserve, taxTax, 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 ParentWashington Federal; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual or reserve made by the Company First Mutual or any of its Subsidiaries pursuant to this Section 6.15 6.09 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company First Mutual or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each upon the written request of the Company SHBI, TCFC shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable best efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, 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 ParentSHBI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections Section 7.01(a) and 7.01(b(b); and further provided that in any event, no accrual such modification or reserve change made by the Company TCFC or any of its Subsidiaries pursuant to this Section 6.15 6.08 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company TCFC or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each upon the request of the Company PPBI, HEOP shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable best efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, 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 ParentPPBI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual such modification or reserve change made by the Company HEOP or any of its Subsidiaries pursuant to this Section 6.15 6.08 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company HEOP or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date, each upon the request of the Company Plumas, Cornerstone shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, 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 ParentPlumas; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual such modification or reserve change made by the Company Cornerstone or any of its Subsidiaries pursuant to this Section 6.15 6.08 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company Cornerstone or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each upon the request of the Company TriCo, FNBB shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable best efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, 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 ParentTriCo; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual such modification or reserve change made by the Company FNBB or any of its Subsidiaries pursuant to this Section 6.15 6.08 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company FNBB or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each upon the request of the Company SHBI, Severn shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable best efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, 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 ParentSHBI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections Section 7.01(a) and 7.01(b(b); and further provided that in any event, no accrual such modification or reserve change made by the Company Severn or any of its Subsidiaries pursuant to this Section 6.15 6.08 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company Severn or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each of the Company and its Subsidiaries (i) Rancho Bank shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, 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 be applied on a basis that is consistent with that of ParentParent and/or Vineyard Bank and (ii) Rancho Bank shall record all merger-related expenses; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual or reserve made by the Company or any of its Subsidiaries Rancho Bank pursuant to this Section 6.15 6.07 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company Rancho Bank or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each of the ----------------- Company and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, 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 be applied on a basis that is consistent with that of Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and 7.01(b); and further provided that in any event, no accrual or reserve made by the Company or any of its Subsidiaries pursuant to this Section 6.15 6.09 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each upon the request of the Company F&M, DELTA shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their reasonable best efforts to make such accounting adjustments and to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, 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 ParentF&M; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual such modification or reserve change made by the Company DELTA or any of its Subsidiaries pursuant to this Section 6.15 6.08 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company DELTA or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each of the Company CCBI and its Subsidiaries Subsidiaries, as may be requested by Washington Mutual, shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, 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 be applied on a basis that is consistent with that of ParentWashington Mutual; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and Section 7.01(b); and further provided that in any event, no accrual or reserve made by the Company CCBI or any of its Subsidiaries pursuant to this Section 6.15 6.09 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company CCBI or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, each of the Company ---------------- and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loanloan reserve, OREO, 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 Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and 7.01(b); and further provided that in any event, no accrual or reserve made by the Company or any of its Subsidiaries pursuant to this Section 6.15 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date, each of the Company CFB shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by FFI, modify or change its their loan, OREO, 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 ParentFFI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Sections 7.01(a) and 7.01(bSection 7.1(a); and further provided that in any event, no accrual or reserve made by the Company CFB or any of its Subsidiaries pursuant to this Section 6.15 6.9 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company CFB or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date, each of the Company SL Bank and its Subsidiaries SL Bancorp shall, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by MC Bancorp, 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 be applied on a basis that is consistent with that of ParentPurchaser Parties; provided, however, that no such modifications or changes need be made prior to the satisfaction 3266.019/439907.1 of the conditions set forth in Sections 7.01(aSection 6.01(a) and 7.01(b)6.02; and further provided that in any event, no action, accrual or reserve made by the Company or any of its Subsidiaries a Seller Party pursuant to this Section 6.15 5.06 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company Seller Parties or its their management with any such adjustments.

Certain Policies. Prior to the Effective DateClosing Date but after receipt of all regulatory approvals required to consummate the transactions contemplated hereby, each of the Company PBB shall, and shall cause its Subsidiaries shallto, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by FFI, modify or change its their loan, OREO, 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 ParentFFI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Sections 7.01(a) and 7.01(bSection 7.1(a); and further provided that in any event, no accrual or reserve made by the Company PBB or any of its Subsidiaries pursuant to this Section 6.15 6.9 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 whether any such breach, violation or failure to satisfy shall have occurred. 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 the Company PBB or its management with any such adjustments.