Common use of Conforming Entries Clause in Contracts

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 herein.

Conforming Entries. (a) Seller Cohoes recognizes that Buyer Hudson and its Subsidiaries may have adopted different loan, accrual xxxxual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable lawslaw, from and after the date of this Agreement hereof to the Effective TimeClosing, Seller Cohoes and Buyer Hudson shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller Cohoes and the Seller its Subsidiaries to those policies of BuyerHudson and its Subsidiaries, as specified in each case in writing wrxxxxx from Hudson to SellerCohoes, based upon such consultation and subject to the conditions txx xxxditions in Section 5.15(c6.14(c) below. (b) Subject to applicable laws law, Cohoes and regulations, Seller and Buyer Hudson shall consult and cooperate with each other with respect to determiningxx xxtermining, as specified in a written notice from Buyer Hudson to SellerCohoes, based upon such consultation and subject to the xxx conditions in Section 5.15(c6.14(c) below, the amount and the timing for recognizing for financial accounting purposes Seller's Cohoes' expenses of the Merger Transactions and the restructuring charges relating to or to be incurred in connection with the MergerTransactions. (c) Subject to applicable laws law, Cohoes and regulations, Seller its Subsidiaries shall (i) establish and take such reserves and accruals at such time as Buyer Hudson shall reasonably request to conform Seller's the loan, accrual axx xxxerve policies of Cohoes and reserve its Subsidiaries to the policies to Buyer's policiesof Hudson and its Subsidiaries, and (ii) establish and take such accrualssuxx xxcruals, reserves and charges in order to implement such policies and to recognize for financial accounting purposes such expenses of the Merger Transactions and restructuring charges related to or to be incurred in connection with the MergerTransactions, in each case at such times as are reasonably requested by BuyerHudson, but in no event prior to five days before the Closing Xxxx; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer Hudson shall certify to Seller Cohoes that all conditions to BuyerHudson's obligation obligaxxxx to consummate the Merger set forth in Sections 6.1 Secxxxxx 0.1 and 6.3 7.3 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 Timeby Cohoes, the delivery of which shall continue to be conditions to BuyerHudson's obligation to consummate the Merger) have been satisfied or waivedsatisfixx xx xxived; and provided, further, that Seller Cohoes and its Subsidiaries 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 Cohoes herein.

Conforming Entries. (a) Seller Company recognizes that Buyer and its Subsidiaries may have adopted different loan, accrual accrual, reserve and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan losses). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, Seller and Buyer Company shall consult and cooperate with each other Buyer with respect to conforming the loan, accrual and reserve policies and practices of Seller Company and the Seller Company Subsidiaries to those policies of BuyerBuyer and its Subsidiaries for financial accounting and/or Tax reporting purposes, as specified in each case in writing from Buyer to SellerCompany, based upon such consultation and subject to the conditions in Section 5.15(c6.10(c) belowhereof. (b) Subject to applicable laws and regulationslaw, Seller and Buyer Company shall consult and cooperate with each other Buyer with respect to determining, as specified in a written notice from Buyer to SellerCompany, based upon such consultation and subject to the conditions in Section 5.15(c) below6.10(c), the amount and the timing for recognizing for financial accounting and/or Tax reporting purposes SellerCompany's Transaction Fees and all other expenses of the Merger and the restructuring charges relating to or to be incurred in connection with the Merger. (c) Subject to applicable laws law, Company and regulations, Seller Company Subsidiaries shall (i) establish and take such reserves and accruals at and make such time as Buyer shall reasonably request conforming entries to conform Seller's the loan, accrual accrual, reserve and reserve accounting policies of Company and Company Subsidiaries to Buyer's policies, the policies of Buyer and its Subsidiaries and (ii) establish recognize the Transaction Expenses and take such accruals, reserves and charges in order to implement such policies and to recognize for financial accounting purposes such all other expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger, in each case for financial accounting and/or income Tax reporting purposes at such times as are reasonably requested by Buyer, but in no event prior to three (3) Business Days prior to the Closing Date; provided, however, that on the date such reserves, reserves and accruals and charges are to be taken, such entries are made and such charges and expenses are recognized, Buyer shall certify to Seller Company that all conditions to Buyer's obligation and NewCo's obligations to consummate effect the Merger transactions contemplated in this Agreement as set forth in Sections 6.1 7.1 and 6.3 7.3 hereof (other than subject to the delivery receipt of certificates, opinions the Company's officer certificate pursuant to Section 7.1(j) and other instruments and documents to be delivered at the Closing lapse of any waiting or otherwise to be dated at the Effective Time, the delivery similar period of which shall continue to be conditions to Buyer's obligation to consummate the Mergertime) have been satisfied or waived; and provided, further, that Seller that, notwithstanding any other provision of this Section 6.10, Company and the Company Subsidiaries shall not (i) be required to take any such action pursuant to this Section 6.10 for financial reporting purposes that is not consistent with GAAP and permitted under regulatory accounting principlesreporting requirements or guidance. (d) No reserves, accruals accruals, conforming entries or charges or expenses taken or recognized at the written request of Buyer in accordance with this Section 5.15 6.10 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller hereinCompany herein or the failure of any condition to any of Buyer's obligations under this Agreement.

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(c5.14(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(c5.14(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 5.14 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

Conforming Entries. (a) Seller Notwithstanding that Bancshares believes that Bancshares and the Bancshares Subsidiaries have established all reserves and taken all pro- visions for possible loan losses required by GAAP and ap- plicable laws, rules and regulations, Bancshares recognizes that Buyer 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 Authori- ties, from and after the date of this Agreement to the Effec- tive Time, Bancshares and Mercantile shall consult with each other with respect to conforming the loan, accrual and re- serve policies of Bancshares and the Bancshares Subsidiaries to those policies of Mercantile. (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, Seller Bancshares and Buyer Mercantile shall consult and cooperate with each other with respect to conforming determining appropriate Bancshares accruals, re- serves 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 loan, accrual and reserve policies of Seller and parties' business plans following 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) belowMerger. (bc) Subject to applicable laws laws, regulations and regulationsthe requirements of Regulatory Authorities, Seller Bancshares and Buyer Mercantile 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, de- termining the amount and the timing for recognizing for financial fi- nancial accounting purposes Seller's Bancshares' expenses of the Merger and the any restructuring charges relating to or to be incurred in connection with the Merger. (cd) Subject to applicable laws laws, regulations and regulationsthe requirements of Regulatory Authorities, Seller shall Bancshares shall (i) establish and take such reserves and accruals at such time as Buyer Mercantile shall reasonably request to conform Seller's Banc- shares' loan, accrual and reserve policies to BuyerMercantile'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 recog- nize 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 BuyerMercantile; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer Mercantile shall certify to Seller Bancshares that all Mercantile's representations and warranties are true and cor- rect as of such date, that the approval 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 Mergerits obligations contemplated by Section 6.01(b) have been satisfied satis- fied or waivedwaived (except to the extent that any waiting period associated therewith may then have commenced but not expired) and that Mercantile is otherwise in compliance with this Agreement; and provided, further, that Seller Bancshares shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles. (de) No reserves, accruals or charges taken in accordance ac- cordance with this Section 5.15 5.16(d) above may be a basis to assert a violation of a breach of a representation, warranty or covenant cov- enant of Seller Bancshares herein.

Conforming Entries. (a) Seller recognizes The Parties recognize that Buyer and Seller Bank 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 the Parties shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries Bank 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(c5.13(c) below. (b) Subject to applicable laws and regulations, Seller and Buyer the Parties 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(c5.13(c) below, the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger Transactions and the restructuring charges relating to or to be incurred in connection with the MergerTransactions. (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 SellerSeller Bank'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 Transactions and restructuring charges related to or to be incurred in connection with the MergerTransactions, 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 Corporate 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 Corporate 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 5.13 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

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(c5.15(b) 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. (cb) 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. (dc) 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 herein.

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 dif- ferent loan, accrual and reserve policies (including loan classifications clas- sifications 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 Agree- ment 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 Subsid- iaries 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) belowas herein- after provided. (b) Subject to applicable laws laws, regulations and regulationsthe requirements of Regulatory Authorities, 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 re- spect 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 par- ties' business plans following the Merger, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided. (c) Subject to applicable laws, regulations and the requirements of Regulatory Authorities, Seller and Buyer shall consult and cooperate with each other with respect to determiningdetermin- ing, as specified in a written notice from Buyer to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided, 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. (cd) Subject to applicable laws laws, regulations and regulationsthe requirements of Regulatory Authorities, Seller shall (i) establish es- tablish and take such reserves and accruals at such time as Buyer shall reasonably request to conform Seller's loan, accrual ac- crual and reserve policies to Buyer's policies, and (ii) establish estab- lish 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 ac- counting 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, 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 Buyer's representations and warranties are true and correct as of such date, that the approval 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 Mergerits obligations contemplated by Section 6.01(b) have been satisfied or waivedwaived (except to the extent that any waiting period associated there- with may then have commenced but not expired) and that Buyer is otherwise in compliance with this Agreement; and provided, furtherfur- ther, that Seller shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles. (de) No reserves, accruals or charges taken in accordance ac- cordance with this Section 5.15 5.15(d) above may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

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). Subject to applicable laws, regulations and the requirements of Regulatory Authorities, 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, 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) belowas herein after provided. (b) Subject to applicable laws laws, regulations and regulationsthe requirements of Regulatory Authorities, 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) Subject to applicable laws, regulations and the requirements of Regulatory Authorities, 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) belowas hereinafter provided, 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. (cd) Subject to applicable laws laws, regulations and regulationsthe requirements of Regulatory Authorities, 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 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, in each case at such times as are reasonably requested by Buyer; provided, however, that such reserves, accruals and charges are not be -------- ------- taken until immediately prior to the Effective Time and that on the date such reserves, accruals and charges are to be taken, Buyer shall certify to Seller that all Buyer's representations and warranties are true and correct as of such date, that the approval 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 Mergerits obligations contemplated by Section 6.01(b) have been satisfied or waivedwaived and that Buyer is otherwise in compliance with this Agreement; and provided, further, further that Seller shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles. (de) No reserves, accruals or charges taken in accordance with this Section 5.15 5.15(d) above may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

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 subsection (c) of this Section 5.15(c) below5.12. (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 subsection (c) of this Section 5.15(c) below5.12, 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 immediately prior to the Effective 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 purposes: (A) such expenses of the Merger and (B) 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 this Agreement (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 of this Section 5.15 5.12 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller herein, nor be considered in connection with the computation of the shareholder equity requirements of Seller as a condition to Buyer's obligation to close as set forth in Section 6.3(e) hereof.

Conforming Entries. (a) Seller recognizes that Buyer and its Subsidiaries may have adopted different loan, accrual loan and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan lossesloss allowances). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, hereof Seller and Buyer shall consult and cooperate with each other Buyer with respect to conforming the loan, accrual loan and reserve accounting policies and practices of Seller and the Seller its Subsidiaries to those policies of BuyerBuyer and its Subsidiaries for financial accounting and/or income Tax reporting purposes, as specified in each case in writing from Buyer to Seller, based upon such consultation and subject to the conditions in Section 5.15(c6.12(c) belowprovided that Seller and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (b) Subject to applicable laws and regulationslaw, Seller and Buyer shall consult and cooperate with each other Buyer 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) below6.12(c), the amount and the timing for recognizing for financial accounting and/or income Tax reporting purposes of Seller's and Seller Bank's expenses of the Merger provided that Seller and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the restructuring charges relating to Code or to be incurred in connection with the Mergerregulatory guidance, whichever is applicable. (c) Subject to applicable laws and regulationslaw, Seller and its Subsidiaries shall (i) establish and take make such reserves and accruals at such time as Buyer shall reasonably request conforming entries to conform Seller's loan, accrual the loan and reserve accounting policies of Seller and its Subsidiaries to Buyer's policies, the policies of Buyer and its Subsidiaries and (ii) establish and take such accrualsrecognize the Seller's expenses of the Merger, reserves and charges in order to implement such policies and to recognize for financial accounting and/or income Tax reporting 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, but in no event prior to the last day of the calendar month next preceding the Closing Date; provided, however, that on the date such reserves, accruals entries are made and such charges and expenses are to be takenrecognized, Buyer shall certify to Seller that all conditions to Buyer's obligation and Merger Sub's obligations to consummate effect the Merger transactions contemplated in this Agreement as set forth in Sections 6.1 7.1 and 6.3 7.3 hereof (other than subject to the delivery receipt of certificates, opinions and other instruments and documents the Seller's officer certificate pursuant 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 MergerSection 7.3(f)) have been satisfied or waived; and provided, further, that that, notwithstanding any other provision of this Section 6.12, Seller and its Subsidiaries shall not be required to take any such action pursuant to this Section 6.12 that is not consistent with permitted under applicable law (including the Code), regulations, GAAP and or regulatory accounting principlesreporting requirements or guidance, whichever is applicable. (d) No reserves, conforming entries or accruals or charges taken or expenses recognized at the written request of Buyer in accordance with this Section 5.15 6.12 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller herein.

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 Buyer Buyers 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 From and after the date of this Agreement to the Effective Time, Seller and Buyer 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 BuyerBuyers, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided. (b) Subject In addition, from and after the date of this Agreement to applicable laws and regulationsthe Effective Time, Seller and Buyer Buyers shall consult and cooperate with each other with respect to determiningdetermining 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 a written notice from Buyer each case in writing to Seller, based upon such consultation and subject as hereinafter provided. (c) Seller and Buyers shall consult and cooperate with each other with respect to the conditions in Section 5.15(c) below, determining the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges relating related to or to be incurred in connection with the Merger. (cd) Subject to applicable laws and regulationsthe language contained in the second sentence hereof, at the request of Mercantile, 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 BuyerMercantile'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, (e) With respect to recognize for financial accounting purposes such expenses clauses (a) through (d) of this Section 5.05, it is the Merger objective of Mercantile 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, Seller that on the date such reserves, accruals accruals, charges and charges are divestitures, if any, to be taken, Buyer taken 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 principlesGAAP. (df) No reserves, accruals or charges taken in accordance with this Section 5.15 5.05(d) above may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

Conforming Entries. (a) Seller Alliance recognizes that Buyer COFI and its Subsidiaries may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, Seller and Buyer hereof Alliance shall consult and cooperate with each other COFI with respect to conforming the loan, accrual and reserve policies of Seller Alliance and the Seller its Subsidiaries to those policies of BuyerCOFI and its Subsidiaries, as specified in each case in writing from COFI to SellerAlliance, based upon such consultation and subject to the conditions in Section 5.15(c) below6.09(c). (b) Subject to applicable laws and regulationslaw, Seller and Buyer Alliance shall consult and cooperate with each other COFI with respect to determining, as specified in a written notice from Buyer COFI to SellerAlliance, based upon such consultation and subject to the conditions in Section 5.15(c) below6.09(c), the amount and the timing for recognizing for financial accounting purposes Sellerof Alliance's expenses of the Merger Transactions and the restructuring charges relating to or to be incurred in connection with the Merger.Transactions. 42 (c) Subject to applicable laws law, Alliance and regulations, Seller its Subsidiaries shall (i) establish and take such reserves and accruals at such time as Buyer shall reasonably request to conform Seller's the loan, accrual and reserve policies of Alliance and its Subsidiaries to Buyer's policies, the policies of COFI and its Subsidiaries 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 Transactions and restructuring charges related to or to be incurred in connection with the MergerTransactions, in each case at such times as are reasonably requested by BuyerCOFI, but in no event prior to five days before the Effective Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer COFI shall certify to Seller Alliance that all conditions to BuyerCOFI's and Charter Michigan's obligation to consummate the Company Merger set forth in Sections 6.1 7.01 and 6.3 7.03 hereof (other than subject to the delivery receipt of certificates, opinions and other instruments and documents Alliance's officer certificate pursuant 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 MergerSection 7.03(e)) have been satisfied or waived; and provided, further, that Seller Alliance and its Subsidiaries shall not be required to take any such action that is not consistent with GAAP and regulatory permitted under generally accepted accounting principles. (d) No reserves, accruals or charges taken at the written request of COFI in accordance with this Section 5.15 6.09 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller Alliance herein.

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 generally accepted accounting principles 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). Subject to applicable laws, from 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) belowas hereinafter provided. (b) Subject In addition, from and after the date of this Agreement to applicable laws and regulationsthe Effective Time, Seller and Buyer shall consult and cooperate with each other with respect to determiningdetermining 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 a written notice from Buyer each case in writing to Seller, based upon such consultation and subject as hereinafter provided. (c) Seller and Buyer shall consult and cooperate with each other with respect to the conditions in Section 5.15(c) below, determining the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges relating related to or to be incurred in connection with the Merger. (cd) Subject to applicable laws and regulationssubsection (e) hereof, at the request of Buyer, 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 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 various accounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger, and (iii) effect such divestitures or otherwise implement such restructuring in respect of its investment securities portfolio to conform Seller's investment securities portfolio policies to Buyer's policies, in the case of each case of the foregoing at such times as are reasonably requested by Buyer; providedBuyer in a written notice to Seller. (e) With respect to clauses (a) through (d) of this Section 5.05, however, that on the date such reserves, accruals accruals, charges and charges are divestitures, if any, to be taken, Buyer taken shall certify to be consistent with generally accepted accounting principles and taken (i) only after the Seller shall be reasonably satisfied that all the conditions to Buyer's obligation the obligations of the parties 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 transactions contemplated herein will be delivered at satisfied or waived on or before the Closing or otherwise Date and (ii) no sooner than 10 days prior 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 principlesClosing Date. (df) No reserves, accruals or charges taken in accordance with this Section 5.15 5.05(d) above may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

Conforming Entries. (a) Seller recognizes that Buyer and Buyer Bank may have adopted different loan, accrual loan and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan lossesloss allowances). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, hereof Seller and Buyer shall consult and cooperate with each other Buyer with respect to conforming the loan, accrual loan and reserve accounting policies and practices of Seller and the Seller Subsidiaries Bank to those policies of BuyerBuyer and Buyer Bank for financial accounting and/or income tax reporting purposes, as specified in each case in writing from Buyer to Seller, based upon such consultation and subject to the conditions in Section 5.15(c6.10(c) belowprovided that Seller and Seller Bank shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (b) Subject to applicable laws and regulationslaw, Seller and Buyer shall consult and cooperate with each other Buyer 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) below6.10(c), the amount and the timing for recognizing for financial accounting and/or income tax reporting purposes Seller's expenses of Transaction Expenses provided that Seller and Seller Bank shall not be required to take any such action that is not permitted under GAAP or the Merger and the restructuring charges relating to Code or to be incurred in connection with the Mergerregulatory guidance, whichever is applicable. (c) Subject to applicable laws and regulationslaw, Seller and Seller Bank shall (i) establish and take make such reserves and accruals at such time as Buyer shall reasonably request conforming entries to conform Seller's loan, accrual the loan and reserve accounting policies of Seller and Seller Bank to Buyer's policies, the policies of Buyer and Buyer Bank and (ii) establish and take such accruals, reserves and charges in order to implement such policies and to recognize Transaction Expenses for financial accounting and/or income tax reporting 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, but unless otherwise agreed by Seller, in no event prior to the business day immediately preceding the Closing Date; provided, however, that on the date such reserves, accruals entries are made and such charges and expenses are to be takenrecognized, Buyer shall certify to Seller that all conditions to Buyer's obligation and Merger Sub's obligations to consummate effect the Cash-Out Merger as set forth in Sections 6.1 7.1 and 6.3 7.3 hereof (other than subject to the delivery receipt of certificates, opinions the Seller's officer certificate 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 Mergerdeliveries by Seller) have been satisfied or waived; and provided, further, that that, notwithstanding any other provision of this Section 6.10, Seller and Seller Bank shall not be required to take any such action pursuant to this Section 6.10 that is not consistent with permitted under applicable law (including the Code), regulations, GAAP and or regulatory accounting principlesreporting requirements or guidance, whichever is applicable. (d) No reserves, conforming entries or accruals or charges taken or expenses recognized at the written request of Buyer in accordance with this Section 5.15 6.10 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller herein, nor, except as provided in Section 2.1(i), shall such entries, accruals or charges be included in the calculation of Seller's Capital.

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). Subject to applicable laws, from From and after the date of this Agreement to the Effective TimeAgreement, 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) belowas hereinafter provided. (b) Subject In addition, from and after the date of this Agreement to applicable laws the Effective Time, Seller and regulationsBuyer 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 a written notice from Buyer to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided, 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. (cd) Subject To the extent permissible under applicable laws, regulations, and requirements of Regulatory Authorities, and provided further, that Seller shall not be required to applicable laws take any such action that, in the opinion of Seller's independent auditors, is not consistent with GAAP and regulationsregulatory accounting principles, 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 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, in each case at such times as are reasonably requested by Buyer; providedPROVIDED, howeverHOWEVER, that on the date such reserves, accruals and charges are to be taken, Buyer shall certify to Seller that all Buyer's representations and warranties are true and correct as of such date, that the approval 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 Mergerits obligations contemplated by Section 6.01(b) have been satisfied or waivedwaived (except to the extent that any waiting period associated therewith may then have commenced but not expired) and that Buyer is otherwise in compliance with this Agreement and is prepared to proceed with the Closing; 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 herein.

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 Buyer 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, from From and after the date of this Agreement to the Effective Time, Seller and Buyer Mercantile shall consult and cooperate in good faith with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of BuyerMercantile, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided. (b) Subject In addition, from and after the date of this Agreement to applicable laws and regulationsthe Effective Time, Seller and Buyer Mercantile shall consult and cooperate in good faith 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 Transaction, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided. (c) Seller and Mercantile shall consult and cooperate in good faith with each other with respect to determining, as specified in a written notice from Buyer Mercantile to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided, the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger Transaction and the restructuring charges relating related to or to be incurred in connection with the MergerTransaction. (cd) Subject to applicable laws and regulationsthe language contained in the second sentence hereof, at the request of Mercantile-Arkansas, 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 BuyerMercantile'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 Transaction and restructuring charges related to or to be incurred in connection with the MergerTransaction, in each case at such times as are reasonably requested by Buyer; provided, however, Mercantile-Arkansas in a written notice to Seller. It is the objective of Mercantile-Arkansas and Seller that on the date such reserves, accruals and charges referred to in this Section 5.05 shall be taken as of or immediately prior to December 31, 1995, and, in all events not later than as of immediately prior to the Closing Date, provided, however, that -------- ------- if such reserves, accruals, and charges are to be takentaken as of or immediately prior to December 31, Buyer 1995 and the Closing Date is to occur thereafter, Mercantile-Arkansas shall certify to Seller on or prior to December 31, 1995 that all the Regulatory Authority approval 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 Mergerits obligations contemplated by Section 6.01(b) have been satisfied or waivedwaived (except to the extent that any waiting period associated therewith may then have commenced but not expired), and Mercantile and Seller shall have mutually agreed by December 31, 1995 to the scheduling of the Closing Date; and provided, further, that Seller shall not be required to -------- ------- take any such action that is not consistent with GAAP and regulatory accounting principlesGAAP. (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 herein.

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 Bank 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(c5.12(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(c5.12(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, furtherfur ther, 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 5.12 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

Conforming Entries. (a) Seller Cohoes recognizes that Buyer Xxxxxx and its Subsidiaries may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable lawslaw, from and after the date of this Agreement hereof to the Effective TimeClosing, Seller Cohoes and Buyer Xxxxxx shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller Cohoes and the Seller its Subsidiaries to those policies of BuyerXxxxxx and its Subsidiaries, as specified in each case in writing from Xxxxxx to SellerCohoes, based upon such consultation and subject to the conditions in Section 5.15(c6.13(c) below. (b) Subject to applicable laws law, Cohoes and regulations, Seller and Buyer Xxxxxx shall consult and cooperate with each other with respect to determining, as specified in a written notice from Buyer Xxxxxx to SellerCohoes, based upon such consultation and subject to the conditions in Section 5.15(c6.13(c) below, the amount and the timing for recognizing for financial accounting purposes Seller's of Cohoes' expenses of the Merger Transactions and the restructuring charges relating to or to be incurred in connection with the MergerTransactions. (c) Subject to applicable laws law, Cohoes and regulations, Seller its Subsidiaries shall (i) establish and take such reserves and accruals at such time as Buyer Xxxxxx shall reasonably request to conform Seller's the loan, accrual and reserve policies of Cohoes and its Subsidiaries to Buyer's policiesthe policies of Xxxxxx and its Subsidiaries, 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 Transactions and restructuring charges related to or to be incurred in connection with the MergerTransactions, in each case at such times as are reasonably requested by BuyerXxxxxx, but in no event prior to five days before the Closing Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer Xxxxxx shall certify to Seller Cohoes that all conditions to Buyer's Xxxxxx'x obligation to consummate the Merger Transactions set forth in Sections 6.1 7.1 and 6.3 7.3 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 Timeby Cohoes, the delivery of which shall continue to be conditions to Buyer's Xxxxxx'x obligation to consummate the MergerTransactions) have been satisfied or waived; and provided, further, that Seller Cohoes and its Subsidiaries 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 or a breach of a representation, warranty or covenant of Seller Cohoes herein.

Conforming Entries. (a) Seller recognizes that Buyer may have adopted different loan, accrual 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 accrual, and reserve policies of Seller and the Seller its 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(csubsection (c) belowof this Section. (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(csubsection (c) belowof this Section, the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Corporate Merger and the restructuring charges relating to or to be incurred in connection with the Corporate Merger. (c) Subject to applicable laws and regulations, Seller shall (i) establish and take such reserves and accruals at such time immediately prior to the Effective Time as Buyer shall reasonably request to conform Seller's loan, accrual accrual, and reserve policies to Buyer's policies, and (ii) establish and take such accruals, reserves reserves, and charges in order to implement such policies and to recognize for financial accounting purposes purposes: (A) such expenses of the Corporate Merger and (B) restructuring charges related to or to be incurred in connection with the Corporate Merger, in each case at such times as are reasonably requested by Buyer; provided, however, that on the date such reserves, accruals accruals, and charges are to be taken, Buyer shall certify to Seller that all conditions to Buyer's obligation to consummate the Corporate Merger set forth in Sections 6.1 and 6.3 hereof this Agreement (other than the delivery of certificates, opinions 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 Corporate 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 accruals, or charges taken in accordance with this Section 5.15 may (i) be a basis to assert a violation of a breach of a representation, warranty warranty, or covenant of Seller hereinor Seller Bank contained in this Agreement, nor (ii) result in any decrease of the Closing Equity.

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 -25-NEXT PAGE 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). Subject to applicable laws, regulations and other requirements of Regulatory Authorities, 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 provided in Section 5.15(c) below5.05(d). (b) Subject to applicable laws laws, regulations and regulationsother requirements of Regulatory Authorities, 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 determiningdetermining 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 a written notice from Buyer to Seller, based upon such consultation and subject to the conditions provided in Section 5.15(c5.05(d). (c) belowSubject to applicable laws, regulations and other requirements of Regulatory Authorities, Seller and Buyer 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 relating charges, if any, related to or to be incurred in connection with the Merger, as provided in Section 5.05(d). (cd) Subject to applicable laws laws, regulations and regulationsother requirements of Regulatory Authorities, 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 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 various accounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger, and (iii) effect such divestitures or otherwise implement such restructuring in respect of its investment securities portfolio to conform Seller's investment securities portfolio policies to Buyer's policies, in the case of each case of the foregoing at such times as are reasonably requested by BuyerBuyer in a written notice to Seller; provided, however, that on or prior to 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; waived (except to the extent that any waiting period associated therewith may then have commenced but not expired) and provided, further, that Seller shall not be required to take any such action that Buyer is not consistent otherwise in compliance with GAAP and regulatory accounting principlesthis Agreement. (de) No reserves, accruals actions taken by Seller or charges taken in accordance with any Seller Subsidiary pursuant to this Section 5.15 5.05 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

Conforming Entries. (a) Seller XXXX recognizes that Buyer MBFI and its Subsidiaries may have adopted different loan, accrual loan and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan lossesloss allowances). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, Seller and Buyer hereof XXXX shall consult and reasonably cooperate with each other MBFI with respect to conforming the loan, accrual loan and reserve accounting policies and practices of Seller XXXX and the Seller its Subsidiaries to those policies and practices of BuyerMBFI and its Subsidiaries for financial accounting and/or income Tax reporting purposes, as reasonably specified in each case in writing from MBFI to SellerXXXX, based upon such consultation and subject to the conditions in Section 5.15(c) below7.10(c); provided that XXXX and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (b) Subject to applicable laws and regulationslaw, Seller and Buyer XXXX shall consult and reasonably cooperate with each other MBFI with respect to determining, as reasonably specified in a written notice from Buyer MBFI to SellerXXXX, based upon such consultation and subject to the conditions in Section 5.15(c) below7.10(c), the amount and the timing for recognizing for financial accounting and/or income Tax reporting purposes Seller's of XXXX’x and OB Bank’s expenses of the Merger Transactions; provided that XXXX 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 its Subsidiaries shall not be required to take any such action that is not consistent with permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (c) Subject to applicable law, XXXX and its Subsidiaries shall (i) make such conforming entries to conform the loan and accounting policies and practices of XXXX and its Subsidiaries to the policies and practices of MBFI and its Subsidiaries and (ii) recognize XXXX’x and OB Bank’s expenses of the Transactions for financial accounting and/or income Tax reporting purposes at such times as are reasonably requested in writing by MBFI, but in no event prior to the fifth day next preceding the Effective Date; provided, however, that on the date such entries are made and such charges and expenses are recognized, MBFI shall certify in writing to XXXX that (i) all conditions to MBFI’s obligations to consummate the Transactions as set forth in Sections 8.1 and 8.3 hereof (subject to the receipt of XXXX’x officer certificate pursuant to Section 8.3(f)) have been satisfied or waived, (ii) it is not aware of any fact or circumstance that would delay or prevent the completion of the Transactions, and (iii) it proposes the Effective Date to be within five business days; and provided, further, that, notwithstanding any other provision of this Section 7.10, XXXX and its Subsidiaries shall not be required to take any action pursuant to this Section 7.10 that is not permitted under applicable law (including the Code), regulations, GAAP or regulatory accounting principlesguidance, whichever is applicable. In no event shall XXXX be required to take any actions pursuant to this Section 7.10(c) until all of the conditions to its obligations in Sections 8.01 and 8.02 shall have been satisfied. (d) No reserves, conforming entries or accruals or charges taken or expenses recognized at the written request of MBFI in accordance with this Section 5.15 7.10 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller XXXX herein.

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 Buyer Buyers 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 From and after the date of this Agreement to the Effective Time, Seller and Buyer 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 BuyerBuyers, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided. (b) Subject In addition, from and after the date of this Agreement to applicable laws and regulationsthe Effective Time, Seller and Buyer 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, as specified in a written notice from Buyer Buyers to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided, the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges relating related to or to be incurred in connection with the Merger. (cd) Subject to applicable laws and regulationsthe language contained in the second sentence of this Section 5.05, at the request of Mercantile, Seller shall (i) establish and take such reserves and accruals at such time as Buyer Mercantile reasonably shall reasonably request to conform Seller's loan, accrual and reserve policies to BuyerMercantile'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, in each case at such times as are reasonably requested by Buyer; Mercantile in written notice to Seller. It is the objective of Mercantile and Seller that such reserves, accruals and charges referred to in this Section 5.05 shall be taken as of or immediately prior to December 31, 1995, and, in all events not later than as of immediately prior to the Closing Date, provided, however, -------- ------- that on the date if such reserves, accruals and charges are to be takentaken as of or immediately prior to December 31, Buyer 1995 and the Closing Date is to occur thereafter, Mercantile shall certify to Seller on or prior to December 31, 1995 that all the Buyer's representations and warranties are true and correct as of such date, that the Regulatory Authority approval 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 Mergerits obligations contemplated by Section 6.01(b) have been satisfied or waived; and provided, further, waived (except to the extent that Seller shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles.waiting (de) No reserves, accruals or charges taken in accordance with this Section 5.15 5.05(d) above may be a basis to assert a violation of a breach of a representation, warranty warranty, or covenant of Seller herein.

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 Buyer Buyers 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 other requirements of Regulatory Authorities, from and after the date of this Agreement to the Effective Time, Seller and Buyer 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 BuyerBuyers, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) belowas hereinafter provided. (b) Subject to applicable laws laws, regulations and regulationsother requirements of Regulatory Authorities, in addition, from and after the date of this Agreement to the Effective Time, Seller and Buyer Buyers shall consult and cooperate with each other with respect to determiningdetermining 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 a written notice from Buyer each case in writing to Seller, based upon such consultation and subject as hereinafter provided. (c) Subject to the conditions in Section 5.15(c) belowapplicable laws, regulations and other requirements of Regulatory Authorities, 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 relating charges, if any, related to or to be incurred in connection with the Merger. (cd) Subject to applicable laws laws, regulations and regulationsother requirements of Regulatory Authorities, 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 BuyerMercantile'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 various accounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger, and (iii) effect such divestitures or otherwise implement such restructuring in respect of its investment securities portfolio to conform Seller's investment securities portfolio policies to Mercantile's policies, in the case of each case of the foregoing at such times as are reasonably requested by BuyerMercantile in a written notice to Seller; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer Mercantile 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; waived (except to the extent that any waiting period associated therewith may then have commenced but not expired) and provided, further, that Seller shall not be required to take any such action that Mercantile is not consistent otherwise in compliance with GAAP and regulatory accounting principlesthis Agreement. (de) No reserves, accruals or charges taken in accordance with this Section 5.15 5.05(d) above may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

Conforming Entries. (a) Seller recognizes The Parties recognize that Buyer Bank and Seller Bank 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 Seller, at Buyer's request, immediately prior to closing shall establish and take such reserves and accruals as Buyer shall consult and cooperate with each other with respect reasonably request to conforming conform the loan, accrual and reserve policies and the vacation and sick leave policies of Seller and the Seller Subsidiaries Bank 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 the Parties 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, determining the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger Transactions and the restructuring charges relating to or to be incurred in connection with the Merger. (c) Transactions. 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 Transactions and restructuring charges related to or to be incurred in connection with the MergerTransactions, in each case at such times as are reasonably requested by Buyer; provided, however, that on the date such . (c) No reserves, accruals or charges taken in accordance with this Section 5.13 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein. Seller is not required to take any such action that is not consistent with GAAP or regulatory accounting principles. (d) Notwithstanding the provisions at Section 5.13 herein, Buyer shall not be required to take such actions as detailed herein at Sections 5.13(a), (b) and charges are to be taken, (c) until such time that the Buyer shall certify to the Seller that all the conditions to Buyer's obligation obligations to consummate the Corporate Merger set forth in at 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 obligations to consummate the Corporate 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 herein.

Conforming Entries. (a) Seller FXXX recognizes that Buyer MBFI and its Subsidiaries may have adopted different loan, accrual loan and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan lossesloss allowances). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, Seller and Buyer hereof FXXX shall consult and reasonably cooperate with each other MBFI with respect to conforming the loan, accrual loan and reserve accounting policies and practices of Seller FXXX and the Seller its Subsidiaries to those policies and practices of BuyerMBFI and its Subsidiaries for financial accounting and/or income Tax reporting purposes, as reasonably specified in each case in writing from MBFI to SellerFXXX, based upon such consultation and subject to the conditions in Section 5.15(c) below7.10(c); provided that FXXX and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (b) Subject to applicable laws and regulationslaw, Seller and Buyer FXXX shall consult and reasonably cooperate with each other MBFI with respect to determining, as reasonably specified in a written notice from Buyer MBFI to SellerFXXX, based upon such consultation and subject to the conditions in Section 5.15(c) below7.10(c), the amount and the timing for recognizing for financial accounting and/or income Tax reporting purposes Seller's of FXXX’x and OB Bank’s expenses of the Merger Transactions; provided that FXXX 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 its Subsidiaries shall not be required to take any such action that is not consistent with permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (c) Subject to applicable law, FXXX and its Subsidiaries shall (i) make such conforming entries to conform the loan and accounting policies and practices of FXXX and its Subsidiaries to the policies and practices of MBFI and its Subsidiaries and (ii) recognize FXXX’x and OB Bank’s expenses of the Transactions for financial accounting and/or income Tax reporting purposes at such times as are reasonably requested in writing by MBFI, but in no event prior to the fifth day next preceding the Effective Date; provided, however, that on the date such entries are made and such charges and expenses are recognized, MBFI shall certify in writing to FXXX that (i) all conditions to MBFI’s obligations to consummate the Transactions as set forth in Sections 8.1 and 8.3 hereof (subject to the receipt of FXXX’x officer certificate pursuant to Section 8.3(f)) have been satisfied or waived, (ii) it is not aware of any fact or circumstance that would delay or prevent the completion of the Transactions, and (iii) it proposes the Effective Date to be within five business days; and provided, further, that, notwithstanding any other provision of this Section 7.10, FXXX and its Subsidiaries shall not be required to take any action pursuant to this Section 7.10 that is not permitted under applicable law (including the Code), regulations, GAAP or regulatory accounting principlesguidance, whichever is applicable. In no event shall FXXX be required to take any actions pursuant to this Section 7.10(c) until all of the conditions to its obligations in Sections 8.01 and 8.02 shall have been satisfied. (d) No reserves, conforming entries or accruals or charges taken or expenses recognized at the written request of MBFI in accordance with this Section 5.15 7.10 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller FXXX herein.

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(csubsection (c) belowof this paragraph. (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(csubsection (c) belowof this paragraph, the amount and the timing for recognizing for financial accounting purposes Seller's ’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 immediately prior to the Effective Time as Buyer shall reasonably request to conform Seller's ’s loan, accrual and reserve policies to Buyer's ’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 purposes: (A) such expenses of the Merger and Merger; (B) restructuring charges related to or to be incurred in connection with the Merger, ; and (C) the management retention bonus arrangements referred to in section 6.3(k) of this Agreement; 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 ’s obligation to consummate the Merger set forth in Sections 6.1 and 6.3 hereof this Agreement (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 ’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 of this Section 5.15 may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller herein.

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 regulationslaws, 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 regulationslaws, 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, but in no event prior to five 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 Corporate 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 herein.

Conforming Entries. (a) Seller MFB recognizes that Buyer MutualFirst and its Subsidiaries may have adopted different loan, accrual loan and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan lossesloss allowances). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, Seller and Buyer hereof MFB shall consult and reasonably cooperate with each other MutualFirst with respect to conforming the loan, accrual loan and reserve accounting policies and practices of Seller MFB and the Seller its Subsidiaries to those policies and practices of BuyerMutualFirst and its Subsidiaries for financial accounting and/or income Tax reporting purposes, as reasonably specified in each case in writing from MutualFirst to SellerMFB, based upon such consultation and subject to the conditions in Section 5.15(c) below. (b) Subject to applicable laws 7.9(c); provided that MFB 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 its Subsidiaries shall not be required to take any such action that is not consistent permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (b) Subject to applicable law, MFB shall consult and reasonably cooperate with MutualFirst with respect to determining, as reasonably specified in a written notice from MutualFirst to MFB, based upon such consultation and subject to the conditions inSection 7.9(c), the amount and the timing for recognizing for financial accounting and/or income Tax reporting purposes of MFB’s and MFB Financial’s expenses of the Transactions; provided that MFB and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (c) Subject to applicable law, MFB and its Subsidiaries shall (i) make such conforming entries to conform the loan and accounting policies and practices of MFB and its Subsidiaries to the policies and practices of MutualFirst and its Subsidiaries and (ii) recognize MFB’s and MFB Financial’s expenses of the Transactions for financial accounting and/or income Tax reporting purposes at such times as are reasonably requested in writing by MutualFirst, but in no event prior to the 5thday next preceding the Effective Date; provided, however, that on the date such entries are made and such charges and expenses are recognized, MutualFirst shall certify in writing to MFB that (i) all conditions to MutualFirst’s obligations to consummate the Transactions as set forth in Sections 8.1 and 8.3 hereof (subject to the receipt of MFB’s officer certificate pursuant to Section 8.3(d)) have been satisfied or waived, (ii) it is not aware of any fact or circumstance that would delay or prevent the completion of the Transactions, and (iii) it proposes the Effective Date to be within five (5) business days; and provided, further, that, notwithstanding any other provision of this Section 7.9, MFB and its Subsidiaries shall not be required to take any action pursuant to this Section 7.9 that is not permitted under applicable law (including the Code), regulations, GAAP or regulatory accounting principlesguidance, whichever is applicable. In no event shall MFB be required to take any actions pursuant to this Section 7.9(c) until all of the conditions to its obligations in Sections 8.1 and 8.2 shall have been satisfied. (d) No reserves, conforming entries or accruals or charges taken or expenses recognized at the written request of MutualFirst in accordance with this Section 5.15 7.9 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller MFB herein.

Conforming Entries. (a) Seller Harbourton recognizes that Buyer Allstate and its Subsidiaries may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable lawslaw, from and after the date of this Agreement hereof to the Effective TimeClosing, Seller Harbourton and Buyer Allstate shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller Harbourton and the Seller its Subsidiaries to those policies of BuyerAllstate and its Subsidiaries, as specified in each case in writing from Allstate to SellerHarbourton, based upon such consultation and subject to the conditions in Section 5.15(c6.12(c) below. (b) Subject to applicable laws law, Harbourton and regulations, Seller and Buyer Allstate shall consult and cooperate with each other with respect to determining, as specified in a written notice from Buyer Allstate to SellerHarbourton, based upon such consultation and subject to the conditions in Section 5.15(c6.12(c) below, the amount and the timing for recognizing for financial accounting purposes SellerHarbourton's expenses of the Merger and the any restructuring charges relating to or to be incurred in connection with the Merger. (c) Subject to applicable laws law, Harbourton and regulations, Seller its Subsidiaries shall (i) establish and take such reserves and accruals at such time as Buyer Allstate shall reasonably request to conform Seller's the loan, accrual and reserve policies of Harbourton and its Subsidiaries to Buyer's policiesthe policies of Allstate and its Subsidiaries, 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 any restructuring charges related to or to be incurred in connection with the Merger, in each case at such times as are reasonably requested by BuyerAllstate, but in no event prior to five days before the Closing Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer Allstate shall certify to Seller Harbourton that all conditions to BuyerAllstate's obligation to consummate the Merger set forth in Sections 6.1 7.1 and 6.3 7.3 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 Timeby Harbourton, the delivery of which shall continue to be conditions to BuyerAllstate's obligation to consummate the Merger) have been satisfied or waived; and provided, further, that Seller Harbourton and its Subsidiaries shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principlesGAAP. (d) No reserves, accruals or charges taken in accordance with this Section 5.15 section may be a basis to assert a violation of a breach of a representation, warranty or covenant of Seller Harbourton herein.

Conforming Entries. (a) Seller recognizes The Company acknowledges that the Buyer and its Subsidiaries may have adopted employ different loan, accrual accrual, reserve and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan losses)) than the Company and its Subsidiaries. Subject to applicable lawsLaw and the provisions of Section 6.16(c) hereof, from and after at the date request of this Agreement to the Effective Time, Seller and Buyer the Company shall consult and cooperate with each other the Buyer with respect to conforming the loan, accrual accrual, reserve and reserve accounting policies and practices of Seller the Company and the Seller its Subsidiaries to those policies of Buyer, as specified in each case in writing to Seller, based upon such consultation the Buyer and subject to the conditions in Section 5.15(c) belowits Subsidiaries for financial accounting and/or Tax reporting purposes. (b) Subject to applicable laws Law and regulationsthe provisions of Section 6.16(c) hereof, Seller and at the request of the Buyer the Company shall consult and cooperate with each other the Buyer 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, determining the amount and the timing for recognizing of the recognition of Transaction Expenses for financial accounting purposes Seller's expenses of the Merger and the restructuring charges relating to or to be incurred in connection with the Mergerand/or Tax reporting purposes. (c) Subject to applicable laws Law, the Company and regulations, Seller its Subsidiaries shall (i) establish and take such reserves and accruals at and make such time as Buyer shall reasonably request conforming entries to conform Seller's the loan, accrual accrual, reserve and reserve accounting policies of the Company its Subsidiaries to Buyer's policies, the policies of the Buyer and its Subsidiaries and (ii) establish and take such accruals, reserves and charges in order to implement such policies and to recognize the Transaction Expenses for financial accounting and/or income Tax reporting 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 the Buyer, but in no event prior to three (3) Business Days prior to the Closing Date; provided, however, that on the date such reserves, reserves and accruals and charges are to be taken, such entries are to be made and such charges and expenses are to be recognized, the Buyer shall certify to Seller Company that all conditions to the Buyer's obligation and NewCo's obligations to consummate effect the Merger transactions contemplated by this Agreement as set forth in Sections 6.1 7.01 and 6.3 7.03 hereof (other than subject to the delivery receipt of certificates, opinions the Company's officer certificate pursuant to Section 7.03(p) and other instruments and documents to be delivered at the Closing lapse of any waiting or otherwise to be dated at the Effective Time, the delivery similar period of which shall continue to be conditions to Buyer's obligation to consummate the Mergertime) have been satisfied or waived; and provided, further, that Seller that, notwithstanding any other provision of this Section 6.16, the Company and its Subsidiaries shall not be required to take any such action pursuant 63 to this Section 6.16 for financial reporting purposes that is not consistent with GAAP and permitted under regulatory accounting principlesreporting requirements or guidance. (d) No Except for the accrual of Transaction Expenses and the making of such other adjustments or entries required by this Agreement (other than those contained in this Section 6.16), no reserves, accruals accruals, conforming entries or charges or expenses taken or recognized at the written request of the Buyer in accordance with this Section 5.15 6.16 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller hereinthe Company herein or the failure of any condition to any of Buyer's obligations under this Agreement.

Conforming Entries. (a) Seller MFB recognizes that Buyer MutualFirst and its Subsidiaries may have adopted different loan, accrual loan and reserve accounting policies and practices (including loan classifications and levels of reserves for possible loan lossesloss allowances). Subject to applicable lawslaw, from and after the date of this Agreement to the Effective Time, Seller and Buyer hereof MFB shall consult and reasonably cooperate with each other MutualFirst with respect to conforming the loan, accrual loan and reserve accounting policies and practices of Seller MFB and the Seller its Subsidiaries to those policies and practices of BuyerMutualFirst and its Subsidiaries for financial accounting and/or income Tax reporting purposes, as reasonably specified in each case in writing from MutualFirst to SellerMFB, based upon such consultation and subject to the conditions in Section 5.15(c) below7.9(c); provided that MFB and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (b) Subject to applicable laws and regulationslaw, Seller and Buyer MFB shall consult and reasonably cooperate with each other MutualFirst with respect to determining, as reasonably specified in a written notice from Buyer MutualFirst to SellerMFB, based upon such consultation and subject to the conditions in Section 5.15(c) below7.9(c), the amount and the timing for recognizing for financial accounting and/or income Tax reporting purposes Seller's of MFB’s and MFB Financial’s expenses of the Merger Transactions; provided that MFB 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 its Subsidiaries shall not be required to take any such action that is not consistent with permitted under GAAP or the Code or regulatory guidance, whichever is applicable. (c) Subject to applicable law, MFB and its Subsidiaries shall (i) make such conforming entries to conform the loan and accounting policies and practices of MFB and its Subsidiaries to the policies and practices of MutualFirst and its Subsidiaries and (ii) recognize MFB’s and MFB Financial’s expenses of the Transactions for financial accounting and/or income Tax reporting purposes at such times as are reasonably requested in writing by MutualFirst, but in no event prior to the 5th day next preceding the Effective Date; provided, however, that on the date such entries are made and such charges and expenses are recognized, MutualFirst shall certify in writing to MFB that (i) all conditions to MutualFirst’s obligations to consummate the Transactions as set forth in Sections 8.1 and 8.3 hereof (subject to the receipt of MFB’s officer certificate pursuant to Section 8.3(d)) have been satisfied or waived, (ii) it is not aware of any fact or circumstance that would delay or prevent the completion of the Transactions, and (iii) it proposes the Effective Date to be within five (5) business days; and provided, further, that, notwithstanding any other provision of this Section 7.9, MFB and its Subsidiaries shall not be required to take any action pursuant to this Section 7.9 that is not permitted under applicable law (including the Code), regulations, GAAP or regulatory accounting principlesguidance, whichever is applicable. In no event shall MFB be required to take any actions pursuant to this Section 7.9(c) until all of the conditions to its obligations in Sections 8.1 and 8.2 shall have been satisfied. (d) No reserves, conforming entries or accruals or charges taken or expenses recognized at the written request of MutualFirst in accordance with this Section 5.15 7.9 may be a basis to assert a violation of or a breach of a representation, warranty or covenant of Seller MFB herein.

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). Subject to applicable laws, from From and after the date of this Agreement to the Effective TimeAgreement, 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 as hereinafter provided. In addition, from and after the date of this Agreement to the conditions 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 Section 5.15(c) below. (b) Subject 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 applicable laws Seller, based upon such consultation and regulations, as hereinafter provided. 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) belowas hereinafter provided, 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 the extent permissible under applicable laws, regulations, and requirements of Regulatory Authorities, and provided further, that Seller shall not be required to applicable laws take any such action that, in the opinion of Seller's independent auditors, is not consistent with GAAP and regulationsregulatory accounting principles, 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 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, 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 Buyer's representations and warranties are true and correct as of such date, that the approval 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 Mergerits obligations contemplated by Section 6.1(b) have been satisfied or waivedwaived (except to the extent that any waiting period associated therewith may then have commenced but not expired) and that Buyer is otherwise in compliance with this Agreement and is prepared to proceed with the Closing; 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 herein.

Conforming Entries. (a) Seller Masontown recognizes that Buyer Parkvale and its Subsidiaries may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable lawslaw, from and after the date of this Agreement hereof to the Effective TimeClosing, Seller Masontown and Buyer Parkvale shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries Masontown to those policies of BuyerParkvale and its Subsidiaries, as specified in each case in writing from Parkvale to SellerMasontown, based upon such consultation and subject to the conditions in Section 5.15(c6.13(c) below. (b) Subject to applicable laws law, Masontown and regulations, Seller and Buyer Parkvale shall consult and cooperate with each other with respect to determining, as specified in a written notice from Buyer Parkvale to SellerMasontown, based upon such consultation and subject to the conditions in Section 5.15(c6.13(c) below, the amount and the timing for recognizing for financial accounting purposes Sellerof Masontown's expenses of the Merger Transactions and the restructuring charges relating to or to be incurred in connection with the MergerTransactions. (c) Subject to applicable laws and regulationslaw, Seller Masontown shall (i) establish and take such reserves and accruals at such time as Buyer Parkvale shall reasonably request to conform Seller's the loan, accrual and reserve policies of Masontown to Buyer's policiesthe policies of Parkvale and its Subsidiaries, 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 Transactions and restructuring charges related to or to be incurred in connection with the MergerTransactions, in each case at such times as are reasonably requested by BuyerParkvale, but in no event prior to five days before the Closing Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer Parkvale shall certify to Seller Masontown that all conditions to BuyerParkvale's obligation to consummate the Merger Transactions set forth in Sections 6.1 7.1 and 6.3 7.3 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 Timeby Masontown, the delivery of which shall continue to be conditions to BuyerParkvale's obligation to consummate the MergerTransactions) have been satisfied or waived; and provided, further, that Seller Masontown 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 or a breach of a representation, warranty or covenant of Seller Masontown herein.