Common use of Conforming Entries Clause in Contracts

Conforming Entries. (a) From and after the date of this Agreement, Firstar and Star shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Firstar and the Firstar Subsidiaries and such policies of Star and the Star Subsidiaries to each other. (b) In addition, from and after the date of this Agreement to the Effective Time, Firstar and Star shall consult and cooperate with each other with respect to determining appropriate Firstar and Star accruals, reserves and charges to establish and take in respect of excess equipment write-off or write-down of various assets and other appropriate charges and accounting adjustments taking into account the parties' business plans following the Merger, based upon such consultation and as hereinafter provided. (c) Firstar and Star shall consult and cooperate with each other with respect to determining, based upon such consultation and as hereinafter provided, the amount and the timing for recognizing for financial accounting purposes each party's expenses of the Merger and the restructuring charges relating to or to be incurred in connection with the Merger. (d) To the extent permissible under applicable laws, regulations, and requirements of Regulatory Authorities, and provided further, that neither Firstar nor Star shall be required to take any such action that, in the opinion of its independent auditors, is not consistent with GAAP and regulatory accounting principles if after consultation Firstar and Star agree, Firstar and Star shall (i) establish and take such reserves and accruals at such time as are agreed to conform Firstar's and Star's loan, accrual and reserve policies to the other party's policies, and (ii) establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the Merger.

Conforming Entries. (a) Notwithstanding that NMBT believes that NMBT and its subsidiaries have established reserves and taken all provisions for possible loan and lease losses required by generally accepted accounting principles and applicable laws, rules and regulations, NMBT recognizes that Summit may have adopted different loan, accrual and reserve policies (including loan classification and levels of reserves for possible loan and lease losses). From and after the date of this Agreement, Firstar NMBT and Star Summit shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Firstar NMBT and the Firstar Subsidiaries and such its subsidiaries to those policies of Star Summit, as specified in each case in writing to NMBT, based upon such consultation and the Star Subsidiaries to each otheras hereinafter provided. (b) In addition, from and after the date of this Agreement to the Effective TimeAgreement, Firstar NMBT and Star Summit shall consult and cooperate with each other with respect to determining appropriate Firstar and Star accruals, reserves and charges for NMBT 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 NMBT, based upon such consultation and as hereinafter provided. (c) Firstar NMBT and Star Summit shall consult and cooperate with each other with respect to determining, based upon such consultation and as hereinafter provided, determining the amount and the timing for recognizing for financial accounting purposes each partyNMBT's expenses of the Merger Reorganization and the restructuring charges relating to or to be incurred in connection with the Merger. (d) To the extent permissible under applicable lawscharges, regulationsif any, and requirements of Regulatory Authorities, and provided further, that neither Firstar nor Star shall be required to take any such action that, in the opinion of its independent auditors, is not consistent with GAAP and regulatory accounting principles if after consultation Firstar and Star agree, Firstar and Star shall (i) establish and take such reserves and accruals at such time as are agreed to conform Firstar's and Star's loan, accrual and reserve policies to the other party's policies, and (ii) establish and take such accruals, reserves and charges in order to implement such policies in respect of excess facilities and equipment capacity, severance costs, litigation matters, write-off or write-down of various assets and other appropriate accounting adjustments, and to recognize for financial accounting purposes such expenses of the Merger and restructuring charges related to or to be incurred in connection with the MergerReorganization. (d) With respect to clauses (a) through (c) of this Section 4.18, (i) it is the objective of NMBT and Summit that such reserves, accruals, charges and divestitures, if any, to be taken shall be consistent with generally accepted accounting principles, and (ii) NMBT shall not be obligated to make a particular conforming entry (A) effecting financial statements as at or for periods ending December 31, 1999 or earlier, or (B) if the particular entry is not capable of being reversed upon a termination of this Agreement or if the entry would have a material adverse effect on NMBT.