Common use of Conforming Accounting and Reserve Policies; Restructuring Expenses Clause in Contracts

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. (b) In addition, 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 determining, as specified in a notice from FirstMerit to Signal, based upon such consultation, appropriate accruals, reserves and charges to establish and take in respect of excess facilities and equipment capacity, restructuring costs, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments taking into account the Surviving Corporation's business plan following the Merger. (c) Signal and FirstMerit shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Signal, based upon such consultation, the amount and the timing for recognizing for financial accounting purposes the expenses of the Merger and the restructuring charges related to or to be incurred in connection with the Merger. (d) At the request of FirstMerit, and in an amount and on a basis satisfactory to Signal, Signal shall promptly establish and take such reserves and accruals as FirstMerit shall request to conform, on a mutually satisfactory basis, Signal's loan, accrual and reserve policies to FirstMerit's policies, shall establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accounting

Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Signal 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, Signal D&N recognizes that FirstMerit 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 Entities governmental and regulatory agencies or bodies and generally accepted accounting principles. From and after the date of this Agreement to the Effective Time, Signal D&N and FirstMerit Republic shall consult and cooperate with each other with respect to conforming, as specified in a notice from FirstMerit to Signal, based upon such consultation, SignalD&N's loan, accrual and reserve policies to those policies of FirstMeritRepublic. (b) In addition, from and after the date of this Agreement to the Effective Time, Signal D&N and FirstMerit Republic shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Signal, based upon such consultation, appropriate accruals, reserves and charges to establish and take in respect of excess facilities and equipment capacity, restructuring costs, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments taking into account the Surviving Corporation's business plan following the Merger. (c) Signal D&N and FirstMerit Republic shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Signal, based upon such consultation, the amount and the timing for recognizing for financial accounting purposes the expenses of the Merger and the restructuring charges related to or to be incurred in connection with the Merger. (d) At the request of FirstMeritRepublic, and in an amount and on a basis satisfactory to SignalD&N, Signal D&N shall promptly establish and take such reserves and accruals as FirstMerit Republic shall request to conform, on a mutually satisfactory basis, SignalD&N's loan, accrual and reserve policies to FirstMeritRepublic's policies, shall establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accountingaccounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger; provided, however, that it is the objective of Republic and D&N that such reserves, accruals and charges be taken on or before the Effective Time, but in no event later than immediately prior to the Closing; and provided, further, that D&N shall not be obligated to take any such action pursuant to this Section 3.11 unless and until (i) Republic specifies its request in a writing delivered to D&N, (ii) all conditions to the obligations of D&N and Republic to consummate the Merger set forth in Sections 4.1 through 4.3 hereof have been waived or satisfied by the appropriate party, and (iii) such reserves, accruals and charges conform with generally accepted accounting principles, applicable laws, regulations, and the requirements of governmental entities.

Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Signal FSB believes that it has 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, Signal FSB recognizes that FirstMerit has Lincoln may have 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 Lincoln and FirstMerit FSB 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 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 FirstMeritLincoln. (b) In addition, from and after the date of this Agreement to the Effective Time, Signal FSB and FirstMerit Lincoln shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit Lincoln to SignalFSB, based upon such consultation, subject to the conditions in Section 6.12(d) below and as hereinafter provided, appropriate and reasonable accruals, reserves and charges to establish and take in respect of excess facilities and equipment capacity, restructuring costs, severance costs, litigation matters, write-off or write-down of various assets costs and other appropriate and reasonable charges and accounting adjustments taking into account the Surviving Corporation's parties' business plan plans following the Company Merger. (c) Signal FSB and FirstMerit Lincoln shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit Lincoln to SignalFSB, based upon such consultation, subject to the conditions in Section 6.12(d) below and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes the expenses of the Company Merger and the restructuring charges related to or Subsidiary Merger to be incurred in connection with the Company Merger and the Subsidiary Merger. (d) At the request of FirstMeritSubject to applicable laws, and in an amount and on a basis satisfactory to Signal, Signal FSB shall promptly (i) establish and take such reserves and accruals at such time as FirstMerit Lincoln shall reasonably request to conform, on a mutually satisfactory basis, Signalconform FSB's loan, accrual and reserve policies to FirstMeritLincoln's policies, shall and (ii) establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accountingaccounting purposes such expenses of the Company Merger and the Subsidiary Merger and restructuring charges related to or to be incurred in connection with the Company Merger and the Subsidiary Merger, in each case at such times as are reasonably requested by Lincoln, but in no event prior to two business days before the Effective Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Lincoln shall certify to FSB that all conditions to Lincoln's obligation to consummate the Company Merger set forth in Sections 7.01 and 7.03 hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing or otherwise to be dated at the Effective Time, the delivery of which shall continue to be conditions to Lincoln's obligation to consummate the Company Merger) have been satisfied or waived; and provided, further, that FSB shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles. (e) No reserves, accruals or charges taken in accordance with this Section 6.12 may be a basis to assert a violation of a breach of a representation, warranty or covenant of FSB or First Bank herein or a basis to assert that FSB has suffered a Material Adverse Effect.

Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) A. Notwithstanding that Signal B&T believes that it has established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles GAAP and applicable laws, rules and regulations, Signal B&T recognizes that FirstMerit has Eurobank may have 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 TimeDate, Signal B&T and FirstMerit Eurobank shall consult and cooperate with each other with respect to conforming, as specified in a written notice from FirstMerit Eurobank to SignalB&T, based upon such consultationconsultation and as hereinafter provided, Signal's the loan, accrual and reserve policies of B&T to those policies of FirstMeritEurobank. (b) B. In addition, from and after the date of this Agreement to the Effective TimeDate, Signal B&T and FirstMerit Eurobank shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit Eurobank to SignalB&T, based upon such consultationconsultation and as hereinafter provided, appropriate accruals, reserves and charges to establish and take in respect of excess facilities and equipment capacity, restructuring costs, severance costs, litigation matters, write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the Surviving Corporation's parties' business plan plans following the Merger. (c) Signal C. B&T and FirstMerit Eurobank shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit Eurobank to SignalB&T, based upon such consultationconsultation and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes the expenses of the Merger and the restructuring charges related to or to be incurred in connection with the Merger. (d) At D. Subject to Section 1.06, at the request of FirstMeritEurobank, and in an amount and on a basis satisfactory to Signal, Signal B&T shall promptly establish and take such reserves and accruals as FirstMerit Eurobank shall request to conform, on a mutually satisfactory basis, Signalconform B&T's loan, accrual and reserve policies to FirstMeritEurobank 's policies, shall establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accountingaccounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger; provided, however, that B&T shall not be required to take any such action that is not consistent with GAAP. E. No accrual or other adjustment made by B&T pursuant to the provisions of Section 1.06 or this Section 5.14 shall constitute an acknowledgement by B&T or create any implication, for any purpose, that such accrual or adjustment was necessary for any purpose other than to comply with the provisions of Section 1.06 or this Section 5.14. No accrual or other adjustment made by B&T pursuant to the provisions of this Section 5.14 that would not have been made but for the provisions of this Section 5.14 shall be taken into consideration or otherwise affect the calculation of B&T Tangible Net Book Value for purposes of the calculation of the Merger Consideration. Nothing in this Section 5.14 shall be deemed to affect B&T's obligation to charge off or make accruals to its loans in the ordinary course of business and consistent with past practices and safe and sound banking principles.

Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Signal Xxxxxxx believes that it has and Xxxxxxx Bank have established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles GAAP and applicable laws, rules and regulations, Signal Xxxxxxx recognizes that FirstMerit has F&M may have 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 F&M and FirstMerit Xxxxxxx 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 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 FirstMeritF&M and F&M Bank. (b) In addition, from and after the date of this Agreement to the Effective Time, Signal Xxxxxxx and FirstMerit F&M shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit F&M to SignalXxxxxxx, based upon such consultation, subject to the conditions in Section 4.11(d) below and as hereinafter provided, appropriate and reasonable accruals, reserves and charges to establish and take in respect of excess facilities and equipment capacity, restructuring costs, severance costs, litigation matters, write-off or write-down of various assets costs and other appropriate and reasonable charges and accounting adjustments taking into account the Surviving Corporation's parties' business plan plans following the Bank Merger. (c) Signal Xxxxxxx and FirstMerit F&M shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit F&M to SignalXxxxxxx, based upon such consultation, subject to the conditions in Section 4.11(d) below and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes the expenses of the Bank Merger and the restructuring charges related to or to be incurred in connection with the Bank Merger. (d) At the request of FirstMeritSubject to applicable laws, Xxxxxxx and in an amount and on a basis satisfactory to Signal, Signal Xxxxxxx Bank shall promptly (i) establish and take such reserves and accruals at such time as FirstMerit F&M shall reasonably request to conform, on a mutually satisfactory basis, Signalconform Xxxxxxx Bank's loan, accrual and reserve policies to FirstMeritF&M Bank's policies, shall and (ii) establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accountingaccounting purposes such expenses of the Bank Merger and restructuring charges related to or to be incurred in connection with the Bank Merger at such times as are reasonably requested by F&M and/or F&M Bank, but in no event prior to five (5) business days before the Effective Date; provided, however, that on the date such reserves, accruals and charges are to be taken, F&M and F&M Bank shall certify to Xxxxxxx that all conditions to F&M's and F&M Bank's obligation to consummate the Bank Merger set forth in Section 6.1 hereof (other than the delivery of certificates and other instruments and documents to be delivered at the Closing or otherwise to be dated at the Effective Time, the delivery of which shall continue to be conditions to F&M's and F&M Bank's obligation to consummate the Bank Merger) have been satisfied or waived; and provided, further, that Xxxxxxx shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles. (e) No reserves, accruals or charges taken in accordance with this Section may be a basis to assert a violation of a breach of a representation, warranty or covenant of Xxxxxxx or Xxxxxxx Bank herein and no such actions shall result in a change in the Merger Consideration to be paid to Xxxxxxx pursuant to Section 1.3 hereof.

Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Signal MFC believes that it has and its Subsidiaries have established all reserves and taken all provisions for possible loan losses required by generally accepted accounting principles and applicable laws, rules and regulations, Signal MFC recognizes that FirstMerit has UCB may have 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 UCB and FirstMerit MFC 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 as specified in each case in writing to MFC by UCB, and subject to the conditions in Section 6.12(d) below and as hereinafter provided, the loan, accrual and reserve policies of MFC and its Subsidiaries to those policies of FirstMeritUCB. (b) In addition, from and after the date of this Agreement to the Effective Time, Signal MFC and FirstMerit UCB shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit UCB to SignalMFC, based upon such consultation, subject to the conditions in Section 6.12(d) below and as hereinafter provided, appropriate and reasonable accruals, reserves and charges to establish and take in respect of excess facilities and equipment capacity, restructuring costs, severance costs, litigation matters, write-off or write-down of various assets costs and other appropriate and reasonable charges and accounting adjustments taking into account the Surviving Corporation's parties' business plan plans following the Company Merger. (c) Signal MFC and FirstMerit UCB shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit UCB to SignalMFC, based upon such consultation, subject to the conditions in Section 6.12(d) below and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes the expenses of the Company Merger and the restructuring charges related to or Subsidiary Merger to be incurred in connection with the Company Merger and the Subsidiary Merger. (d) At the request of FirstMeritSubject to applicable laws, and in an amount and on a basis satisfactory to Signal, Signal MFC shall promptly (i) establish and take such reserves and accruals at such time as FirstMerit UCB shall reasonably request to conform, on a mutually satisfactory basis, Signalconform MFC's loan, accrual and reserve policies to FirstMeritUCB's policies, shall and (ii) establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accountingaccounting purposes such expenses of the Company Merger and the Subsidiary Merger and restructuring charges related to or to be incurred in connection with the Company Merger and the Subsidiary Merger, in each case at such times as are reasonably requested by UCB, but in no event prior to two business days before the Effective Date; provided, however, that on the date such reserves, accruals and charges are to be taken, UCB shall certify to MFC that all conditions to UCB's obligation to consummate the Company Merger set forth in Sections 7.01 and 7.03 hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing or otherwise to be dated at the Effective Time, the delivery of which shall continue to be conditions to UCB's obligation to consummate the Company Merger) have been satisfied or waived; and provided, further, that MFC shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles. (e) No reserves, accruals or charges taken in accordance with this Section 6.12 may be a basis to assert a violation of a breach of a representation, warranty or covenant of MFC herein or a basis to assert that MFC has suffered a Material Adverse Effect.