Common use of Certain Policies Clause in Contracts

Certain Policies. Prior to the Effective Date, HVBC shall, consistent with GAAP 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 CZFS; provided, however, that HVBC shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS acknowledges, and HVBC is satisfied, that all conditions to HVBC’s obligation to consummate the Merger have been satisfied and that CZFS shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC QBT shall, consistent with GAAP 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 CZFSBWFG; provided, however, that HVBC QBT shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS BWFG acknowledges, and HVBC QBT is satisfied, that all conditions to HVBCQBT’s obligation to consummate the Merger have been satisfied and that CZFS BWFG shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC QBT pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC QBT or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC Xxxxxxxxx shall, consistent with GAAP 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 CZFSNBT; provided, however, that HVBC Salisbury shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS NBT acknowledges, and HVBC Salisbury is satisfied, that all conditions to HVBCSalisbury’s obligation to consummate the Merger have been satisfied and that CZFS NBT shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC Salisbury pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC Salisbury or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC Exxxx shall, consistent with GAAP 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 CZFSNBT; provided, however, that HVBC Exxxx shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS acknowledgesall Regulatory Approvals have been obtained and NBT acknowledges in writing, and HVBC Exxxx is satisfied, that all conditions to HVBC’s Exxxx’x obligation to consummate the Merger have been satisfied and that CZFS NBT shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC Exxxx pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC Exxxx or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC NUVO shall, consistent with GAAP 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 CZFSMerchants; provided, however, that HVBC NUVO shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS Merchants acknowledges, and HVBC NUVO is satisfied, that all conditions to HVBCNUVO’s obligation to consummate the Merger have been satisfied and that CZFS Merchants shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC NUVO pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC NUVO or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC Seller shall, consistent with GAAP 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 CZFSBuyer; provided, however, that HVBC Seller shall not be obligated to take any action pursuant to this Section 5.12 6.07 unless and until CZFS acknowledgesBuyer acknowledges in writing, and HVBC Seller is reasonably satisfied, that all conditions to HVBCSeller’s obligation to consummate the Merger have been or will be satisfied and that CZFS Buyer shall consummate the Merger in accordance with the terms of this Agreement, ; and further provided that in any event, no accrual or reserve made by HVBC Seller pursuant to this Section 5.12 6.07 or the consequences resulting therefrom 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 occurredoccurred or a Material Adverse Effect exists. 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 HVBC Seller or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC CBBC shall, consistent with GAAP 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 CZFSSBBX; provided, however, that HVBC CBBC shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS SBBX acknowledges, and HVBC CBBC is satisfied, that all conditions to HVBCCBBC’s obligation and SBBX’s respective obligations to consummate the Merger have been satisfied and that CZFS SBBX shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC CBBC pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC CBBC or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC FBFC shall, consistent with GAAP 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 CZFSNHTB; provided, however, that HVBC FBFC shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS NHTB acknowledges, and HVBC FBFC is satisfied, that all conditions to HVBCFBFC’s obligation to consummate the Merger have been satisfied and that CZFS NHTB shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC FBFC pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC FBFC or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC the Company shall, consistent with GAAP 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 CZFSBuyer; provided, however, that HVBC the Company shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS Buyer acknowledges, and HVBC the Company is satisfied, that all conditions to HVBCthe Company’s obligation to consummate the Merger have been satisfied and that CZFS Buyer shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC the Company pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC the Company or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC Xxxxx shall, consistent with GAAP 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 CZFSNBT; provided, however, that HVBC Xxxxx shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS acknowledgesall Regulatory Approvals have been obtained and NBT acknowledges in writing, and HVBC Xxxxx is satisfied, that all conditions to HVBC’s Xxxxx’x obligation to consummate the Merger have been satisfied and that CZFS NBT shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC Xxxxx pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC Xxxxx or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC TNB shall, consistent with GAAP 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 CZFSNHTB; provided, however, that HVBC TNB shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS NHTB acknowledges, and HVBC TNB is satisfied, that all conditions to HVBCTNB’s obligation to consummate the Merger have been satisfied and that CZFS NHTB shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC TNB pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC TNB or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.

Certain Policies. Prior to the Effective Date, HVBC EBNJ shall, consistent with GAAP 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 CZFSSBBX; provided, however, that HVBC EBNJ shall not be obligated to take any action pursuant to this Section 5.12 unless and until CZFS SBBX acknowledges, and HVBC EBNJ is satisfied, that all conditions to HVBCEBNJ’s obligation to consummate the Merger have been satisfied and that CZFS SBBX shall consummate the Merger in accordance with the terms of this Agreement, and further provided that in any event, no accrual or reserve made by HVBC EBNJ pursuant to this Section 5.12 or the consequences resulting therefrom 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 HVBC EBNJ or its management with any such adjustments, nor any admission that the previously furnished financial statements or information did not fully comply in all respects with GAAP or regulatory requirements.