Common use of Conforming Entries Clause in Contracts

Conforming Entries. (a) Notwithstanding that Seller believes that Seller and Seller Subsidiaries have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Seller recognizes that Buyers may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). From and after the date of this Agreement, Seller and Buyers shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of Buyers, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided. (b) In addition, from and after the date of this Agreement, Seller and Buyers shall consult and cooperate with each other with respect to determining appropriate Seller accruals, reserves and charges to establish and take in respect of excess equipment write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plans following the Merger, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided. (c) Seller and Buyers shall consult and cooperate with each other with respect to determining the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges, if any, related to or to be incurred in connection with the Merger. (d) With respect to clauses (a) through (c) of this Section 5.05, it is the objective of Mercantile and Seller that such reserves, accruals, charges and divestitures, if any, to be taken shall be consistent with GAAP.

Appears in 4 contracts

Samples: Merger Agreement (Financial Services Corporation of the Midwest), Merger Agreement (Mercantile Bancorporation Inc), Merger Agreement (Mercantile Bancorporation Inc)

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Conforming Entries. (a) Notwithstanding that Seller Southside believes that Seller Southside and Seller Southside Subsidiaries have established all reserves and taken all provisions for possible probable loan losses required by GAAP and applicable laws, rules and regulations, Seller Southside recognizes that Buyers Allegiant may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible probable loan losses). From and after the date of this Agreement, Seller Southside and Buyers Allegiant shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller Southside and the Seller Subsidiaries Southside Subsidiaries, to those policies of BuyersAllegiant, as specified in each case in writing to SellerSouthside, based upon such consultation and as hereinafter provided. (b) In addition, from and after the date of this Agreement, Seller Southside and Buyers Allegiant shall consult and cooperate with each other with respect to determining appropriate Seller Southside 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 SellerSouthside, based upon such consultation and as hereinafter provided. (c) Seller Southside and Buyers Allegiant shall consult and cooperate with each other with respect to determining the amount and the timing for recognizing for financial accounting purposes SellerSouthside's expenses of the Merger and the restructuring charges, if any, related to or to be incurred in connection with the Merger. (d) With respect to clauses (a) through (c) of this Section 5.05, it is the objective of Mercantile Allegiant and Seller Southside that such reserves, accruals, charges and divestitures, if any, to be taken shall be consistent with GAAPGAAP and shall be taken no earlier than immediately prior to the Merger on the Closing Date.

Appears in 2 contracts

Samples: Merger Agreement (Allegiant Bancorp Inc), Merger Agreement (Southside Bancshares Corp)

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Conforming Entries. (a) Notwithstanding that Seller NSS believes that Seller NSS and Seller Subsidiaries its subsidiaries have established all reserves and taken all provisions for possible loan and lease losses required by GAAP generally accepted accounting principles and applicable laws, rules and regulations, Seller NSS recognizes that Buyers Summit may have adopted different loan, accrual and reserve policies (including loan classifications classification and levels of reserves for possible loan and lease losses). From and after the date of this Agreement, Seller NSS and Buyers Summit shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller NSS and the Seller Subsidiaries its subsidiaries to those policies of BuyersSummit, as specified in each case in writing to SellerNSS, based upon such consultation and as hereinafter provided. (b) In addition, from and after the date of this Agreement, Seller NSS and Buyers Summit shall consult and cooperate with each other with respect to determining appropriate Seller accruals, reserves and charges for NSS 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 plan following the MergerReorganization, as specified in each case in writing to SellerNSS, based upon such consultation and as hereinafter provided. (c) Seller NSS and Buyers Summit shall consult and cooperate with each other with respect to determining the amount and the timing for recognizing for financial accounting purposes SellerNSS's expenses of the Merger Reorganization and the restructuring charges, if any, related to or to be incurred in connection with the MergerReorganization. (d) With respect to clauses (a) through (c) of this Section 5.054.19, it is the objective of Mercantile NSS and Seller Summit that such reserves, accruals, charges and divestitures, if any, to be taken shall be consistent with GAAPgenerally accepted accounting principles.

Appears in 1 contract

Samples: Reorganization Agreement (Summit Bancorp/Nj/)

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