Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Subject to applicable laws, following the date on which the shareholder and all required regulatory approvals of this Agreement have been obtained, Community Financial shall (i) establish and take such reserves and accruals at such time as CHC shall reasonably request to conform Community Financial’s loan, accrual and reserve policies to CHC’s policies, and (ii) establish and take such accruals, reserves and charges in order to implement such policies and to recognize for financial accounting purposes such expenses of the Company Merger and the restructuring charges related to or to be incurred in connection with the Company Merger and the Subsidiary Merger, at such times as are reasonably requested by CHC, but in no event prior to two (2) business days before the Effective Time; provided, however, that on the date such reserves, accruals and charges are to be taken, CHC shall certify in writing to Community Financial that all conditions to CHC’s obligation to consummate the Company Merger and the Subsidiary Merger set forth in this Agreement (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing (as defined in Section 8.01) or otherwise to be dated the Effective Time, the delivery of which shall continue to be conditions to CHC’s obligation to consummate the Company Merger) have been satisfied or waived; and provided, further, that Community Financial shall not be required to take any action under this Section 6.11 that is not consistent with applicable laws and regulations and GAAP.
Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that CoBancorp believes that it has established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles and applicable laws, rules and regulations, CoBancorp recognizes that FirstMerit has adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses), subject to applicable laws, regulations, and the requirements of Governmental Entities and generally accepted accounting principles. From and after the date of this Agreement to the Effective Time, CoBancorp and FirstMerit shall consult and cooperate with each other with respect to conforming, as specified in a notice from FirstMerit to CoBancorp, based upon such consultation, CoBancorp's loan, accrual and reserve policies to those policies of FirstMerit.
Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that D&N believes that it has established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles and applicable laws, rules and regulations, D&N recognizes that Republic has adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses), subject to applicable laws, regulations, and the requirements of governmental and regulatory agencies or bodies and generally accepted accounting principles. From and after the date of this Agreement to the Effective Time, D&N and Republic shall consult and cooperate with each other with respect to conforming, based upon such consultation, D&N's loan, accrual and reserve policies to those policies of Republic.
Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Security First believes that it has established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles and applicable laws, rules and regulations, Security First recognizes that FirstMerit has adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses), subject to applicable laws, regulations, and the requirements of Governmental Entities and generally accepted accounting principles. From and after the date of this Agreement to the Effective Time, Security First and FirstMerit shall consult and cooperate with each other with respect to conforming, as specified in a notice from FirstMerit to Security First, based upon such consultation, Security First's loan, accrual and reserve policies to those policies of FirstMerit.
Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Signal believes that it has established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles and applicable laws, rules and regulations, Signal recognizes that FirstMerit has adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses), subject to applicable laws, regulations, and the requirements of Governmental Entities and generally accepted accounting principles. From and after the date of this Agreement to the Effective Time, Signal and FirstMerit shall consult and cooperate with each other with respect to conforming, as specified in a notice from FirstMerit to Signal, based upon such consultation, Signal's loan, accrual and reserve policies to those policies of FirstMerit.
Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that FSB believes that it and First Bank have established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles and applicable laws, rules and regulations, FSB recognizes that Lincoln may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). From and after the date of this Agreement to the Effective Time, Lincoln and FSB shall consult and cooperate with each other with respect to conforming, based upon such consultation, as specified in each case in writing to FSB by Lincoln, and subject to the conditions in Section 6.12(d) below and as hereinafter provided, the loan, accrual and reserve policies of FSB and First Bank to those policies of Lincoln.
Conforming Accounting and Reserve Policies; Restructuring Expenses. At the request of Buyer, Seller shall cause Seller Bank, immediately prior to the Effective Time and after satisfaction or waiver of the conditions precedent set forth in Article VI hereof, to establish and take such reserves and accruals as Buyer reasonably shall request to conform Seller Bank's loan, accrual, reserve and other accounting policies to the policies of Buyer Bank, provided however, (i) such requested conforming adjustment shall not be taken into account in determining whether Seller has experienced a Material Adverse Effect, and (ii) Seller shall not be required to take any such action that is not consistent with GAAP. No reserves, accruals or charges taken in accordance with this Section 5.10 may be a basis to assert a violation or a breach of a representation, warranty or covenant of Seller herein or constitute a Material Adverse Effect.
Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Xxxxxxx believes that it and Xxxxxxx Bank have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Xxxxxxx recognizes that F&M may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). From and after the date of this Agreement to the Effective Time, F&M and Xxxxxxx shall consult and cooperate with each other with respect to conforming, based upon such consultation, as specified in each case in writing to Xxxxxxx by F&M, and subject to the conditions in Section 4.11(d) below and as hereinafter provided, the loan, accrual and reserve policies of Xxxxxxx and Xxxxxxx Bank to those policies of F&M and F&M Bank.
Conforming Accounting and Reserve Policies; Restructuring Expenses. At the request of COFI, Home Bank agrees immediately prior to Closing and after satisfaction or waiver of the conditions to Closing set forth in Article VI hereof, to establish and take such reserves and accruals as COFI reasonably shall request to conform Home Bank's loan, accrual, reserve and other accounting policies to the policies of Charter One Bank, provided however, such requested conforming adjustments shall not be taken into account in determining whether Havexxxxxx xxx experienced a Material Adverse Effect.
Conforming Accounting and Reserve Policies; Restructuring Expenses. At the request of Washington, Xxxxx shall (subject to its independent accountant's not unreasonably
