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

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. (b) In addition, 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 determining, as specified in a notice from FirstMerit to Security First, 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) Security First and FirstMerit shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Security First, 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 Security First, Security First shall promptly establish and take such reserves and accruals as FirstMerit shall request to conform, on a mutually satisfactory basis, Security First'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 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 FirstMerit and Security First 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 Security First shall not be obligated to take any such action pursuant to this Section 5.2.6 unless and until (i) FirstMerit specifies its request in a writing delivered to Security First, (ii) all conditions to the obligations of Security First and FirstMerit to consummate the Merger set forth in Sections 6.1 through 6.3 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 Security First 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, Security First 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, Security First CoBancorp and FirstMerit shall consult and cooperate with each other with respect to conforming, as specified in a notice from FirstMerit to Security FirstCoBancorp, based upon such consultation, Security FirstCoBancorp'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, Security First CoBancorp and FirstMerit shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Security FirstCoBancorp, 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) Security First CoBancorp and FirstMerit shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Security FirstCoBancorp, 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 Security FirstCoBancorp, Security First CoBancorp shall promptly establish and take such reserves and accruals as FirstMerit shall request to conform, on a mutually satisfactory basis, Security FirstCoBancorp'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 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 FirstMerit and Security First CoBancorp 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 Security First CoBancorp shall not be obligated to take any such action pursuant to this Section 5.2.6 unless and until (i) FirstMerit specifies its request in a writing delivered to Security FirstCoBancorp, (ii) all conditions to the obligations of Security First CoBancorp and FirstMerit to consummate the Merger set forth in Sections 6.1 through 6.3 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 Security First Alliance believes that it has and Alliance 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, Security First Alliance recognizes that FirstMerit has Horizon 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, Security First Horizon and FirstMerit Alliance 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 as specified in each case in writing to Alliance by Horizon, and subject to the conditions in Section 4.10(d) below and as hereinafter provided, the loan, accrual and reserve policies of Alliance and Alliance Bank to those policies of FirstMeritHorizon. (b) In addition, from and after the date of this Agreement to the Effective Time, Security First Alliance and FirstMerit Horizon shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit Horizon to Security FirstAlliance, based upon such consultation, subject to the conditions in Section 4.10(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 Holding Company Merger. (c) Security First Alliance and FirstMerit Horizon shall consult and cooperate with each other with respect to determining, as specified in a written notice from FirstMerit Horizon to Security FirstAlliance, based upon such consultation, subject to the conditions in Section 4.10(d) below and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes the expenses of the Holding Company Merger and the restructuring charges related to or Bank Merger to be incurred in connection with the Holding Company Merger and the Bank Merger. (d) At the request of FirstMeritSubject to applicable laws, and in an amount and on a basis satisfactory to Security First, Security First Alliance shall promptly (i) establish and take such reserves and accruals at such time as FirstMerit Horizon shall reasonably request to conform, on a mutually satisfactory basis, Security Firstconform Alliance's loan, accrual and reserve policies to FirstMeritHorizon'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 accounting purposes such expenses of the Holding Company Merger and the Bank Merger and restructuring charges related to or to be incurred in connection with the Holding Company Merger and the Bank Merger, in each case at such times as are reasonably requested by Horizon, but in no event prior to two (2) business days before the Effective Date; provided, however, that it is on the objective of FirstMerit and Security First that date such reserves, accruals and charges are to be taken on taken, Horizon shall certify to Alliance that all conditions to Horizon's obligation to consummate the Holding Company Merger set forth in Section 6.1 hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing or before otherwise to be dated at the Effective Time, but in no event later than immediately prior the delivery of which shall continue to be conditions to Horizon's obligation to consummate the ClosingHolding Company Merger) have been satisfied or waived; and provided, AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 25 further, that Security First Alliance shall not be obligated required to take any such action pursuant to this Section 5.2.6 unless that is not consistent with GAAP and until regulatory accounting principles. (ie) FirstMerit specifies its request in a writing delivered to Security First, (ii) all conditions to the obligations of Security First and FirstMerit to consummate the Merger set forth in Sections 6.1 through 6.3 have been waived or satisfied by the appropriate party, and (iii) such No reserves, accruals and or charges conform taken in accordance with generally accepted accounting principlesthis Section may be a basis to assert a violation of a breach of a representation, applicable laws, regulations, and warranty or covenant of Alliance or Alliance Bank herein or be considered in computing the requirements Consolidated Shareholders' Equity of Governmental EntitiesAlliance pursuant to Section 4.11.

Conforming Accounting and Reserve Policies; Restructuring Expenses. (a) Notwithstanding that Security First believes that it has established all reserves Maple Leaf 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 GLB 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. (b) In addition, 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 determining, as specified in a notice from FirstMerit to Security First, 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) Security First and FirstMerit shall consult and cooperate with each other with respect to determining, as specified in a notice from FirstMerit to Security First, based upon such consultation, determining 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, provided that any such accounting shall be in accordance with generally accepted accounting principles. (db) At the request of FirstMeritGLB, and in an amount and on a basis satisfactory to Security First, Security First Maple Leaf shall promptly establish and take such reserves and accruals as FirstMerit GLB shall request in order to conform, on a mutually satisfactory basis, Security FirstMaple Leaf's and Geauga Savings Bank's loan, accrual and reserve policies to FirstMeritGLB's policies. Maple Leaf shall, and shall as necessary cause Geauga Savings Bank to, 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 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 FirstMerit GLB and Security First Maple Leaf 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 Security First such reserves and accruals shall not constitute a Material Adverse Change, and Maple Leaf shall not be obligated to take any such action pursuant to this Section 5.2.6 unless and until (i) FirstMerit specifies its request in a writing delivered to Security First, (ii) all conditions to the obligations of Security First Maple Leaf and FirstMerit GLB to consummate the Merger set forth in Sections 6.1 through 6.3 have been waived or satisfied by the appropriate party, and (iiiii) such reserves, accruals and charges conform with generally accepted accounting principles, applicable laws, regulations, and the requirements of Governmental Entities.