Common use of Certain Policies Clause in Contracts

Certain Policies. Before the Closing Date, CBC shall cause the Bank to, upon the request of LCNB, (i) modify and change its loan, investment portfolio, asset liability management and real estate valuation policies and practices (including, but not limited to, loan classifications and levels of reserves) so that such policies and practices may be applied on a basis that is consistent with those of LCNB and (ii) evaluate the need for any reserves including, but not limited to, reserves relating to any outstanding litigation, any Tax audits or any liabilities to be incurred upon cancellation of any contracts as a result of consummation of the transactions in this Agreement; provided, however, that CBC shall not be obligated to take any such action pursuant to this Section 5.08 unless and until LCNB acknowledges that all conditions to its obligation to the Closing have been satisfied (including, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated hereby) and certifies to CBC that LCNB’s representations and warranties are true and correct as of such date and that LCNB is otherwise in material compliance with this Agreement; provided further, however, that CBC shall not be obligated to take any such action pursuant to this Section 5.08 if such action would be clearly inconsistent with generally accepted accounting principles, would constitute a violation of any law or regulation or result in any objection by appropriate Regulatory Authorities, or would be inconsistent with the fiduciary obligations of the directors of CBC and/or the Bank. CBC’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 5.08.

Certain Policies. Before Subject to the Closing objection of any Governmental Authorities, after the approval of the Agreement, and the PGB Merger by the PGB stockholders, and by RBB Bancorp as the sole shareholder of Merger Sub, and the receipt of approvals of any applications requested by Governmental Authorities and upon RBB Bancorp’s request, prior to the Effective Date, CBC shall cause the Bank to, upon the request of LCNB, (i) PGB and the Bank shall, consistent with GAAP, the rules and regulations of the FRB, DBO, DFPR or FDIC (as applicable) and applicable banking laws and regulations, modify and or change its loan, investment portfolioOREO, asset liability management accrual, reserve, tax, litigation and real estate valuation policies and practices (including, but not limited to, including loan classifications and levels of reserves) so that such policies and practices may as to be applied on a basis that is consistent with those that of LCNB RBB Bancorp and RBB, (ii) evaluate all PGB and the need for any reserves includingBank employees will be paid their accrued vacation on PGB’s and the Bank’s last payroll, but not limited to, reserves relating to any outstanding litigation, any Tax audits or any liabilities to be incurred upon cancellation of any contracts as a result of consummation of and (iii) PGB and the transactions in this AgreementBank shall record all merger-related expenses; provided, however, that CBC shall not be obligated no accrual or reserve made by PGB or the Bank related to take any such action the Bank ALLL pursuant to this Section 5.08 unless and until LCNB acknowledges that all conditions 6.07 shall constitute or be deemed to its obligation be a breach, violation of or failure to the Closing 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 been satisfied (includingoccurred, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated hereby) and certifies to CBC that LCNB’s representations and warranties are true and correct as of such date and that LCNB is otherwise in material compliance with this Agreement; provided furtherprovided, however, that CBC except as otherwise provided herein, no such changes shall not be obligated result in a change to take the Merger Consideration The recording of any such action pursuant to this Section 5.08 if such action would be clearly inconsistent with generally accepted accounting principles, would constitute a violation of any law or regulation or result in any objection by appropriate Regulatory Authorities, or would be inconsistent with the fiduciary obligations of the directors of CBC and/or the Bank. CBC’s representations, warranties and covenants contained in this Agreement adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be untrue construed as concurrence of PGB or breached in the Bank, or their management, with any respect for any purpose as a consequence of any modifications or changes undertaken solely on account of this Section 5.08such adjustments.

Certain Policies. Before Subject to the Closing objection of any Governmental Authorities, after the approval of the Agreement, the TFC Merger by the TFC shareholders, and RBB Bancorp as the sole shareholder of Subsidiary and the receipt of approvals of any applications requested by Governmental Authorities and upon RBB Bancorp’s request, prior to the Effective Date, CBC shall cause the Bank to, upon the request of LCNB, (i) TFC and the Bank shall, consistent with GAAP, the rules and regulations of the FRB, DBO or FDIC (as applicable) and applicable banking laws and regulations, modify and or change its loan, investment portfolioOREO, asset liability management accrual, reserve, tax, litigation and real estate valuation policies and practices (including, but not limited to, including loan classifications and levels of reserves) so that such policies and practices may as to be applied on a basis that is consistent with those that of LCNB RBB Bancorp and RBB, (ii) evaluate all TFC and the need for any reserves includingBank employees will be paid their accrued vacation on TFC’s and the Bank’s last payroll, but not limited to, reserves relating to any outstanding litigation, any Tax audits or any liabilities to be incurred upon cancellation of any contracts as a result of consummation of and (iii) TFC and the transactions in this AgreementBank shall record all merger-related expenses; provided, however, that CBC shall not be obligated no accrual or reserve made by TFC or the Bank related to take any such action the Bank ALLL pursuant to this Section 5.08 unless and until LCNB acknowledges that all conditions 6.07 shall constitute or be deemed to its obligation be a breach, violation of or failure to the Closing 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 been satisfied (includingoccurred, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated hereby) and certifies to CBC that LCNB’s representations and warranties are true and correct as of such date and that LCNB is otherwise in material compliance with this Agreement; provided furtherprovided, however, that CBC except as otherwise provided herein, no such changes shall not be obligated result in a change to take the Merger Consideration The recording of any such action pursuant to this Section 5.08 if such action would be clearly inconsistent with generally accepted accounting principles, would constitute a violation of any law or regulation or result in any objection by appropriate Regulatory Authorities, or would be inconsistent with the fiduciary obligations of the directors of CBC and/or the Bank. CBC’s representations, warranties and covenants contained in this Agreement adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be untrue construed as concurrence of TFC or breached in the Bank, or their management, with any respect for any purpose as a consequence of any modifications or changes undertaken solely on account of this Section 5.08such adjustments.

Certain Policies. Before the Closing DateEffective Time, CBC shall cause the Bank toBNB shall, upon the request of LCNB, (i) modify and change its loan, investment portfolio, asset liability management and real estate valuation policies and practices (including, but not limited to, loan classifications and levels of reserves) so that such policies and practices may be applied on a basis that is consistent with those of LCNB and (ii) evaluate the need for any reserves including, but not limited to, reserves relating to any outstanding litigation, any Tax audits or any liabilities to be incurred upon cancellation of any contracts as a result of consummation of the transactions in this AgreementMerger; provided, however, that CBC BNB shall not be obligated to take any such action pursuant to this Section 5.08 6.08 unless and until LCNB acknowledges that all conditions to its obligation to consummate the Closing Merger have been satisfied (including, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated herebyby Section 7.01(b)) and certifies to CBC BNB that LCNB’s representations and warranties warranties, subject to Section 5.02, are true and correct as of such date and that LCNB is otherwise in material compliance with this Agreement; provided further, however, that CBC BNB shall not be obligated to take any such action pursuant to this Section 5.08 6.08 if such action would be clearly inconsistent with generally accepted accounting principles, would constitute a violation of any law or regulation or result in any objection by appropriate Regulatory Authorities, or would principles and no such action will adversely impact the Merger Consideration to be inconsistent with the fiduciary obligations of the directors of CBC and/or the Bankpaid hereunder. CBCBNB’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 5.086.08.

Certain Policies. Before the Closing DateEffective Time, CBC shall cause the Bank toFutura shall, upon the request of LCNBFirst Citizens, (i) modify and change its loan, investment portfolio, asset liability management portfolio and real estate valuation policies and practices (including, but not limited to, including loan classifications and levels of reserves) so that such policies and practices may be applied on a basis that is consistent with those of LCNB First Citizens and (ii) evaluate the need for any reserves including, but not limited to, reserves relating to any outstanding litigation, any Tax tax audits or any liabilities to be incurred upon cancellation of any contracts as a result of consummation of the transactions in this AgreementMerger; provided, however, that CBC Futura shall not be obligated to take any such action pursuant to this Section 5.08 6.09 unless and until LCNB First Citizens acknowledges that all conditions to its obligation to consummate the Closing Merger have been satisfied (including, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated hereby) and certifies to CBC Futura that LCNB’s First Citizens’ representations and warranties warranties, subject to Section 5.02, are true and correct as of such date and that LCNB First Citizens is otherwise material in material compliance with this Agreement; provided further, however, that CBC Futura shall not be obligated to take any such action pursuant to this Section 5.08 6.09 if such action would be clearly inconsistent with generally accepted accounting principles, would constitute a violation of any law or regulation or result in any objection by appropriate Regulatory Authorities, or would be inconsistent with . Without limiting the fiduciary obligations generality of the directors foregoing, before the Effective Time, Futura shall, upon the request of CBC and/or First Citizens, take all actions necessary (including, without limitation, applying for any required approvals of Governmental Authorities) in order to cause Champaign Bank to pay a cash dividend to Futura in an amount requested by First Citizens; provided, however, that the Bankamount of such cash dividend shall not cause Champaign Bank to fail to meet any applicable capital requirements under federal or state law. CBCFutura’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 5.086.09.

Certain Policies. Before the Closing DateEffective Time, CBC shall cause the Bank toIndian Village shall, upon the request of LCNBCSB, (i) modify and change its loan, investment portfolio, asset liability management and real estate valuation policies and practices (including, but not limited to, loan classifications and levels of reserves) so that such policies and practices may be applied on a basis that is consistent with those of LCNB CSB and (ii) evaluate the need for any reserves including, but not limited to, reserves relating to any outstanding litigation, any Tax audits or any liabilities to be incurred upon cancellation of any contracts as a result of consummation of the transactions in this AgreementMerger; provided, however, that CBC Indian Village shall not be obligated to take any such action pursuant to this Section 5.08 6.08 unless and until LCNB CSB acknowledges that all conditions to its obligation to consummate the Closing Merger have been satisfied (including, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated herebyby Section 7.01(b)) and certifies to CBC Indian Village that LCNBCSB’s representations and warranties warranties, subject to Section 5.02, are true and correct as of such date and that LCNB CSB is otherwise in material compliance with this Agreement; provided further, however, that CBC Indian Village shall not be obligated to take any such action pursuant to this Section 5.08 6.08 if such action would be clearly inconsistent with generally accepted accounting principles, or if the Indian Village Board determines in good faith after consultation with and based upon advice of legal counsel that such action would constitute a violation of any be contrary to applicable law or regulation or result in any objection by appropriate Regulatory Authorities, or would be inconsistent with the applicable fiduciary obligations duties of the directors of CBC and/or the BankIndian Village Board. CBCIndian Village’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 5.086.08.

Certain Policies. Before the Closing Date, CBC shall cause the Bank to, upon At the request of LCNBBankshares, BankBoynton shall, no earlier than five business days prior to the Effective Time, (i) modify establish and change its take such reserves and accruals as Bankshares shall reasonably request to conform, on a mutually satisfactory basis, BankBoynton's loan, investment portfolioreal estate, asset liability management accrual and real estate valuation reserve policies and practices (including, but not limited to, loan classifications and levels of reserves) so that such to Fidelity's policies and practices may be applied on a basis that is consistent with those of LCNB and (ii) evaluate the need for any reserves including, but not limited toestablish and take such accruals, reserves relating and charges in order to any outstanding litigationimplement such policies in respect of severance costs, any Tax audits write- off or any liabilities write-down of various assets and other appropriate accounting adjustments, and to be recognize for financial accounting purposes such expenses incurred upon cancellation of any contracts as a result of consummation of in connection with the transactions in this Agreement; Merger, provided, however, that CBC BankBoynton shall not be obligated to take any such action pursuant to this Section 5.08 7.8 unless and until LCNB (x) Bankshares specifies its request in a writing delivered to BankBoynton, and acknowledges that all conditions to the obligations of Fidelity to consummate the Merger set forth in Articles VIII and X have been waived (if available) or satisfied and (y) BankBoynton acknowledges that the conditions to its obligation to consummate the Closing Merger set forth in Articles IX and X have been satisfied waived (including, but not limited to, the receipt of the regulatory approvals required to consummate the transactions contemplated herebyif available) and certifies to CBC that LCNB’s representations and warranties are true and correct as of such date and that LCNB is otherwise in material compliance with this Agreement; provided further, however, that CBC or satisfied. BankBoynton shall not be obligated required to take any such action pursuant to this Section 5.08 if such action would be clearly inconsistent that is not consistent with generally accepted accounting principles, would constitute a violation of or any law or regulation or result in requirement applicable to BankBoynton by any objection by appropriate Regulatory Authorities, or would be inconsistent with the fiduciary obligations of the directors of CBC and/or the Bankbank regulatory agency. CBC’s The representations, warranties and covenants of BankBoynton 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 action undertaken solely on account of this Section 5.08Sections 7.11 and shall not constitute grounds for termination of the Agreement by Bankshares.