Loan Charge-Offs. The Company will make such appropriate accounting entries in its books and records and take such other actions as the Parent and the Buyer deem to be necessary, appropriate or desirable to charge off any loans on its books, or any portions thereof, that the Parent and the Buyer consider to be losses or otherwise believe, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by the Buyer after the Effective Time in accordance with its loan administration and charge-off policies and procedures; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by the Company, the Parent and the Buyer, the Company shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing; and provided, further, that any such entry made as a result of such a request shall not itself constitute a breach by the Company of any representation, warranty or covenant made by or required of it in this Agreement.
Loan Charge-Offs. SFC and SNB will make such appropriate accounting entries in their books and records and take such other actions which are not in violation of GAAP or applicable law as FCB reasonably deems to be necessary, appropriate or desirable to charge-off any Loans on SNB’s books, or any portions thereof, that FCB, in its sole discretion, considers to be losses or that FCB otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by FCB after the Effective Time in accordance with its Loan administration and charge-off policies and procedures; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by SFC and FCB, SFC and SNB shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing and only following receipt of written confirmation from FCB that it is not aware of any fact or circumstance that would prevent completion of the Merger; and, provided further, however, that no such entry made as a result of such a request by FCB shall, itself alone, constitute a breach by SFC or SNB of any representation, warranty or covenant made by them in this Agreement.
Loan Charge-Offs. Cardinal will make, or will cause Xxxxx to make, such appropriate accounting entries in its books and records and take such other actions as MFC deems to be necessary, appropriate or desirable to charge-off any Loans on Xxxxx'x books, or any portions thereof, that MFC, in its sole discretion, considers to be losses or that MFC otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by MFC after the Effective Time in accordance with its Loan administration and charge-off policies and procedures; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by Cardinal and MFC, Cardinal shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing and unless all conditions to its obligation to consummate the Merger have been satisfied as described in Paragraph 7.02 below (except to the extent that any such conditions are waived by Cardinal).
Loan Charge-Offs. PSB will make such appropriate accounting entries in its books and records and take such other actions which are not in violation of GAAP or applicable law as Bancorp, in consultation with PSB’s independent certified public accounting firm, reasonably deems to be necessary, appropriate or desirable to charge-off any Loans on PSB’s books, or any portions thereof, that Bancorp, in its sole discretion, considers to be losses or that Bancorp otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by Bancorp after the Effective Time in accordance with its Loan administration and charge-off policies and procedures; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by PSB and Bancorp, PSB shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing and only following receipt of written confirmation from Bancorp that it is not aware of any fact or circumstance that would prevent completion of the Merger; and, provided further, however, that no such entry made as a result of such a request by Bancorp shall, itself alone, constitute a breach by PSB of any representation, warranty or covenant made by PSB in this Agreement.
Loan Charge-Offs. Target Bank will make such appropriate accounting entries in its books and records and take such other actions that are not in violation of GAAP or applicable law as Select Bank, in consultation with Target Bank’s independent certified public accounting firm, reasonably deems to be necessary, appropriate or desirable to charge-off any Loans on Target Bank’s books, or any portions thereof, that Select Bank, in its sole discretion, considers to be losses or that Select Bank otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by Select Bank after the effective time of the Bank Merger in accordance with its loan administration and charge-off policies and procedures; provided, however, that except as otherwise agreed to by Target Bank and Select Bank, Target Bank shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing.
Loan Charge-Offs. Select Bank will make such appropriate accounting entries in its books and records and take such other actions that are not in violation of GAAP or applicable law as NCBC Bank, in consultation with Select Bank’s independent certified public accounting firm, reasonably deems to be necessary, appropriate or desirable to charge-off any Loans on Select Bank’s books, or any portions thereof, that NCBC Bank, in its sole discretion, considers to be losses or that NCBC Bank otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by NCBC Bank after the effective time of the Bank Merger in accordance with its loan administration and charge-off policies and procedures; provided, however, that except as otherwise agreed to by Select Bank and NCBC Bank, Select Bank shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing.
Loan Charge-Offs. Xxxxxxxx will make such appropriate accounting entries in its books and records and take such other actions as BOC deems to be necessary, appropriate or desirable to charge-off any loans on its books, or any portions thereof, that BOC, in its sole discretion, considers to be losses or that BOC otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by BOC after the Effective Time in accordance with its loan administration and charge-off policies and procedures; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed by Xxxxxxxx and BOC, Xxxxxxxx shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing and unless all conditions to its obligation to consummate the Merger have been satisfied as described in Paragraph 7.02 below (except to the extent that any such conditions are waived by Xxxxxxxx).
Loan Charge-Offs. BHS will make such appropriate accounting entries in their books and records and take such other actions which are not in violation of GAAP or applicable law as Bankshares reasonably deems to be necessary, appropriate or desirable to charge-off any Loans on BHS’s books, or any portions thereof, that Bankshares, in its sole discretion, considers to be losses or that Bankshares otherwise believes, in good faith, are required to be charged off pursuant to applicable banking regulations, GAAP or otherwise, or that otherwise would be charged off by Bankshares after the Effective Time in accordance with its Loan administration and charge-off policies and procedures; provided, however, that notwithstanding any provision of this Agreement to the contrary, and except as otherwise agreed to by BHS and Bankshares, BHS shall not be required to make any such accounting entries or take any such actions until immediately prior to the Closing and only following receipt of written confirmation from Bankshares that it is not aware of any fact or circumstance that would prevent completion of the Merger; and, provided further, however, that no such entry made as a result of such a request by Bankshares shall, itself alone, constitute a breach by BHS of any representation, warranty or covenant made by BHS in this Agreement.
