Common use of Certain Policies Clause in Contracts

Certain Policies. Prior to the Effective Date, Pocono 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 Section 7.1(b); and further provided that in any event, no accrual or reserve made by Pocono pursuant to this Section 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 a concurrence of Pocono or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, Pocono Southland 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, 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 Section 7.1(b7.01(b); and further provided that in any event, no accrual or reserve made by Pocono Southland Bank pursuant to this Section 6.9 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 a concurrence of Pocono Southland Bank or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, Pocono Lincoln shall, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices, practices (including loan classifications and levels of reserves, ) so as to be applied on a basis that is consistent with that of ParentIon MHC; provided, however, that no such modifications or changes need be made prior to the satisfaction of all of the conditions set forth in Section 7.1(b)Article VIII; and further provided that in any event, no accrual or reserve made by Pocono LPB or any of its Subsidiaries pursuant to this Section 6.9 7.8 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 a concurrence of Pocono LPB or its management with any such adjustments.

Certain Policies. Prior to the Effective Date, Pocono TCB shall, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, modify or change its loanLoan, OREO, accrual, reserve, taxTax, litigation and real estate valuation policies and practices, practices (including loan classifications and levels of reserves, ) so as to be applied on a basis that is consistent with that of ParentFCBI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Section 7.1(b7.01(b); and further provided that in any event, no accrual or reserve made by Pocono TCB pursuant to this Section 6.9 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 a concurrence of Pocono TCB or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date, Pocono UBB shall, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by BAY, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices, practices (including loan classifications and levels of reserves, ) so as to be applied on a basis that is consistent with that of ParentBAY; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Section 7.1(b7.1(a); and further provided that in any event, no accrual or reserve made by Pocono UBB pursuant to this Section 6.9 6.17 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 a concurrence of Pocono FULB or its UBB or their respective management with any such adjustments.

Certain Policies. Prior to the MHC Effective Date, Pocono Strata 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, taxTax, litigation and real estate valuation policies and practices, practices (including loan classifications and levels of reserves, ) so as to be applied on a basis that is consistent with that of ParentMiddlesex; provided, however, that no such modifications or changes need be made prior to the satisfaction of all of the conditions set forth in Section 7.1(b)Article VIII; and further provided that in any event, no accrual or reserve made by Pocono Strata pursuant to this Section 6.9 7.8 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 a concurrence of Pocono Strata or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date, Pocono PLAZA shall, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by BANK, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices, practices (including loan classifications and levels of reserves, ) so as to be applied on a basis that is consistent with that of ParentBANK; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Section 7.1(b7.1(a); and further provided that in any event, no accrual or reserve made by Pocono PLAZA pursuant to this Section 6.9 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 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 a concurrence of Pocono PLAZA or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date, Pocono BANK shall, consistent with GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by BCML, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices, practices (including loan classifications and levels of reserves, ) so as to be applied on a basis that is consistent with that of ParentBCML and UBB; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Section 7.1(b7.1(a); and further provided that in any event, no accrual or reserve made by Pocono BANK pursuant to this Section 6.9 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 a concurrence of Pocono BFC or its BANK or their respective management with any such adjustments. Any such adjustments pursuant to this Section 6.15 will not impact the Per Share Merger Consideration.