Conforming Entries. (a) Seller recognizes that Buyer may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable laws, from and after the date of this Agreement to the Effective Time, Seller and Buyer shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of Buyer, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) below.
(b) Subject to applicable laws and regulations, Seller and Buyer shall consult and cooperate with each other with respect to determining, as specified in a written notice from Buyer to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) below, the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges relating to or to be incurred in connection with the Merger.
(c) Subject to applicable laws and regulations, Seller shall (i) establish and take such reserves and accruals at such time as Buyer shall reasonably request to conform Seller's loan, accrual and reserve policies to Buyer'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 Merger and restructuring charges related to or to be incurred in connection with the Merger, in each case at such times as are reasonably requested by Buyer; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer shall certify to Seller that all conditions to Buyer's obligation to consummate the Merger set forth in Sections 6.1 and 6.3 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 Buyer's obligation to consummate the Merger) have been satisfied or waived; and provided, further, that Seller shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles.
(d) No reserves, accruals or charges taken in accordance with this Section 5.15 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller here...
Conforming Entries. (a) Notwithstanding that Seller believes that Seller and Seller Subsidiaries have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Seller recognizes that Buyers 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, Seller and Buyers shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of Buyers, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided.
(b) In addition, from and after the date of this Agreement, Seller and Buyers shall consult and cooperate with each other with respect to determining appropriate Seller accruals, reserves and charges to establish and take in respect of excess equipment write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plans following the Merger, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided.
(c) Seller and Buyers shall consult and cooperate with each other with respect to determining the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges, if any, related to or to be incurred in connection with the Merger.
(d) With respect to clauses (a) through (c) of this Section 5.05, it is the objective of Mercantile and Seller that such reserves, accruals, charges and divestitures, if any, to be taken shall be consistent with GAAP.
Conforming Entries. (a) From and after the date of this Agreement, Firstar and Star shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Firstar and the Firstar Subsidiaries and such policies of Star and the Star Subsidiaries to each other.
(b) In addition, from and after the date of this Agreement to the Effective Time, Firstar and Star shall consult and cooperate with each other with respect to determining appropriate Firstar and Star accruals, reserves and charges to establish and take in respect of excess equipment write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plans following the Merger, based upon such consultation and as hereinafter provided.
(c) Firstar and Star shall consult and cooperate with each other with respect to determining, based upon such consultation and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes each party's expenses of the Merger and the restructuring charges relating to or to be incurred in connection with the Merger.
(d) To the extent permissible under applicable laws, regulations, and requirements of Regulatory Authorities, and provided further, that neither Firstar nor Star shall be required to take any such action that, in the opinion of its independent auditors, is not consistent with GAAP and regulatory accounting principles if after consultation Firstar and Star agree, Firstar and Star shall (i) establish and take such reserves and accruals at such time as are agreed to conform Firstar's and Star's loan, accrual and reserve policies to the other party's policies, 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 Merger and restructuring charges related to or to be incurred in connection with the Merger.
Conforming Entries. (a) Subject to applicable laws, Seller shall (i) establish and take such reserves and accruals at such time as Buyer shall reasonably request to conform Peoples Federal's loan, accrual and reserve policies to First National'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 Cash-Out Merger and restructuring charges related to or to be incurred in connection with the Merger, in each case at such times as are reasonably requested by Buyer, but in no event prior to two business days before the Closing Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer shall certify to Seller that all conditions to Buyer's obligation to consummate the Merger set forth in Sections 6.1 and 6.3 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 Buyer's obligation to consummate the Merger) have been satisfied or waived; and provided, further, that Seller shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles.
(b) No reserves, accruals or charges taken in accordance with this Section 5.14 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein or a basis to assert that Seller has suffered a Material Adverse Effect.
Conforming Entries. (a) Notwithstanding that Firstbank believes that Firstbank and the Firstbank Subsidiaries have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Firstbank recognizes that Mercantile 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 Regulatory Authorities, from and after the date of this Agreement to the Effective Time, Firstbank and Mercantile shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Firstbank and the Firstbank Subsidiaries to those policies of Mercantile, as specified in each case in writing to Firstbank, based upon such consultation and as hereinafter provided; provided that Firstbank not be required to take any action that would, in the reasonable judgment of Firstbank's Board of Directors, have a material negative impact on Firstbank and/or its shareholders if the transactions contemplated by this Agreement are not consummated.
(b) Subject to applicable laws, regulations and the requirements of Regulatory Authorities, in addition, from and after the date of this Agreement to the Effective Time, Firstbank and Mercantile shall consult and cooperate with each other with respect to determining appropriate Firstbank accruals, reserves and charges to establish and take in respect of excess equipment write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plans following the Merger, as specified in each case in writing to Firstbank, based upon such consultation and as hereinafter provided; provided that Firstbank not be required to take any action that would, in the reasonable judgment of Firstbank's Board of Directors, have a material negative impact on Firstbank and/or its shareholders if the transactions contemplated by this Agreement are not consummated.
(c) Subject to applicable laws, regulations and the requirements of Regulatory Authorities, Firstbank and Mercantile shall consult and cooperate with each other with respect to determining, as specified in a written notice from Mercantile to Firstbank, based upon such consultation and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes Firstbank's expenses of the ...
Conforming Entries. (a) Notwithstanding that Prime believes that Prime and its subsidiaries have established reserves and taken all provisions for possible loan and lease losses required by generally accepted accounting principles and applicable laws, rules and regulations, Prime recognizes that Summit may have adopted different loan, accrual and reserve policies (including loan classification and levels of reserves for possible loan and lease losses). From and after the date of this Agreement, Prime and Summit shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Prime and its subsidiaries to those policies of Summit, as specified in each case in writing to Prime, based upon such consultation and as hereinafter provided.
(b) In addition, from and after the date of this Agreement, Prime and Summit shall consult and cooperate with each other with respect to determining appropriate accruals, reserves and charges for Prime to establish and take in respect of excess equipment write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plan following the Reorganization, as specified in each case in writing to Prime, based upon such consultation and as hereinafter provided.
(c) Prime and Summit shall consult and cooperate with each other with respect to determining the amount and the timing for recognizing for financial accounting purposes Prime's expenses of the Reorganization and the restructuring charges, if any, related to or to be incurred in connection with the Reorganization.
(d) With respect to clauses (a) through (c) of this Section 4.18, (i) it is the objective of Prime and Summit that such reserves, accruals, charges and divestitures, if any, to be taken shall be consistent with generally accepted accounting principles, and (ii) Prime shall not be obligated to make a particular conforming entry if the particular entry is not capable of being reversed upon a termination of this Agreement or if the entry would have a material adverse effect on Prime.
Conforming Entries. Environmental Reports....................................... 45 --------------------- 5.
Conforming Entries. 36 5.16 INTEGRATION OF POLICIES.......................................37 5.17 DISCLOSURE SUPPLEMENTS........................................37 5.18 FAILURE TO FULFILL CONDITIONS.................................37
Conforming Entries. 33 5.14 Integration of Policies...................................................................34 5.15 Disclosure Supplements....................................................................34
Conforming Entries. (a) Notwithstanding that Seller believes that Seller and the Seller Subsidiaries have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Seller recognizes that Buyer 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, Seller and Buyer shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of Buyer, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided.
(b) In addition, from and after the date of this Agreement to the Effective Time, Seller and Buyer shall consult and cooperate with each other with respect to determining appropriate Seller accruals, reserves and charges to establish and take in respect of excess equipment write- off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plans following the Merger, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided.
(c) Seller and Buyer shall consult and cooperate with each other with respect to determining, as specified in
