Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Innes Street to those of Xxxxxx Bancorp (as such practices and methods are to be applied to Innes Street from and after the Merger Effective Date) and Xxxxxx Bancorp's plans with respect to the conduct of the business of Innes Street following the Merger Effective Date and otherwise to reflect Merger related expenses and costs incurred by Innes Street; provided, however, that Innes Street shall not be required to take such action unless Xxxxxx Bancorp agrees in writing that all conditions to closing set forth in Section 6.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp of the writing referred to in the preceding clause, Innes Street shall provide Xxxxxx Bancorp a written statement, certified without personal liability by the chief executive officer of Innes Street and dated the date of such writing, that the representation made in Section 3.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date; and no accrual or reserve made by Innes Street or Citizens Bank pursuant to this Section 5.10(a)(vi), or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof. No action shall be required to be taken by Innes Street pursuant to this Section 5.10(vii) if, in the opinion of Innes Street's independent auditors, such action would contravene GAAP;
Reserves and Merger-Related Costs. Prior to the Effective Time, each of Rome and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable U.S. banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of BHB, provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 9.1.1 and 9.1.3; provided further, that in any event, no accrual or reserve made by Rome or any of its Subsidiaries pursuant to this Section 6.12 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of Rome or its management with any such adjustments.
Reserves and Merger-Related Costs. On or immediately before the Effective Date, and at the request of Baltimore County Bank and to the extent not inconsistent with GAAP, WHG shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of WHG to those of BCSB (as such practices and methods are to be applied to WHG from and after the Closing Date) and BCSB's plans with respect to the conduct of the business of WHG and Heritage Bank following the Merger and otherwise to reflect Merger-related expenses and costs incurred by WHG and Heritage Bank, provided, however, that WHG shall not be required to take such action unless Baltimore County Bank and BCSB agree in writing that all conditions to closing set forth in Section 6.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); and no accrual or reserve made by WHG or any WHG Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof.
Reserves and Merger-Related Costs. On or before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML to those of Sovereign (as such practices and methods are to be applied to ML from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML following the Merger and otherwise to reflect Merger-related expenses and costs incurred by ML, provided, however, that ML shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML and dated the date of such writing, that the representation made in Section 2.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date. No accrual or reserve made by ML or any ML Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 6.01(d) hereof.
Reserves and Merger-Related Costs. Synergy agrees to consult with NYB with respect to its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves). NYB and Synergy shall also consult with respect to the character, amount and timing of restructuring charges to be taken by Synergy in connection with the transactions contemplated hereby and shall take such charges as NYB shall reasonably request, provided that no such actions need be effected until the conditions set forth in Sections 9.1. and 9. 3 have been satisfied and until NYB shall have irrevocably certified to Synergy that all conditions set forth in Article IX to the obligation of NYB to consummate the transactions contemplated hereby (other than the delivery of certificates or opinions) have been satisfied or, where legally permissible, waived. No action taken by Synergy in accordance with this Section 6.11 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred.
Reserves and Merger-Related Costs. On or before the Effective Time, to the extent consistent with GAAP, the rules, regulations and interpretations of the SEC and applicable banking laws and regulations, Boardwalk Bancorp shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Boardwalk Bancorp to those of Cape Savings (as such practices and methods are to be applied to Boardwalk Bancorp from and after the Closing Date) and Cape Savings’ plans with respect to the conduct of the business of Boardwalk Bancorp following the Merger and otherwise to reflect Merger-related expenses and costs incurred by Boardwalk Bancorp, provided, however, that Boardwalk Bancorp shall not be required to take such action unless Cape Savings agrees in writing that all conditions to Closing set forth in Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods) and that it is not aware of any fact or circumstance that would prevent completion of the Merger; and provided further that Boardwalk Bancorp shall not be required to take such action more than five (5) days prior to the Effective Time. Prior to the delivery by Cape Savings of the writing referred to in the preceding sentence, Boardwalk Bancorp shall provide Cape Savings a written statement, certified without personal liability by the chief executive officer of Boardwalk Bancorp and dated the date of such writing, that the representation made in Section 4.15.1 is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date; and no accrual or reserve made by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 11.1.2.
Reserves and Merger-Related Costs. HRB agrees to consult with FNFG with respect to its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves). FNFG and HRB shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges as FNFG shall reasonably request and which are not inconsistent with GAAP, provided that no such actions need be effected until FNFG shall have irrevocably certified to HRB that all conditions set forth in Article IX to the obligation of FNFG to consummate the transactions contemplated hereby (other than the delivery of certificates or opinions) have been satisfied or, where legally permissible, waived.
Reserves and Merger-Related Costs. From and after the date of this Agreement, JADE shall on or before the Effective Date, establish such additional accruals and reserves, if any, as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of JADE to those of PSB (as such practices and methods are to be applied to JADE from and after the Closing Date) and PSB's plans with respect to the conduct of the business of JADE following the Merger and otherwise to reflect Merger-related expenses and costs incurred by JADE, provided, however, that JADE shall not be required to take such action (i) other than immediately prior to Closing; and (ii) unless PSB agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by PSB of the writing referred to in the preceding clause, JADE shall provide PSB a written statement, certified without personal liability by the chief executive officer of JADE and dated the date of such writing, that the representation made in Section 2.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date; and no accrual or reserve made by JADE pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 6.01 hereof.
Reserves and Merger-Related Costs. From the date of this Agreement and through the Merger Effective Date, First Franklin shall maintain its allowance for loan losses in accordance with GAAP and all regulatory requirements applicable to First Franklin and Franklin Savings. On or before the Merger Effective Date, and at the request of Cheviot Financial, First Franklin shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of First Franklin to those of Cheviot Financial (as such practices and methods are to be applied to First Franklin from and after the Merger Effective Date) and Cheviot Financial’s plans with respect to the conduct of the business of First Franklin following the Merger Effective Date and otherwise to reflect Merger-related expenses and costs incurred by First Franklin; provided, however, that First Franklin shall not be required to take any such action unless Cheviot Financial agrees in writing that all conditions to closing set forth in Section 6.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); and no accrual or reserve made by First Franklin or Franklin Savings pursuant to this Section 5.10(a)(vi), or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or the occurrence of a Material Adverse Effect with respect to First Franklin or Franklin Savings or a violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof. No action shall be required to be taken by First Franklin pursuant to this Section 5.10(a)(vi) if, in the opinion of First Franklin’s independent registered public accountants, such action would contravene GAAP;
Reserves and Merger-Related Costs. RBPI agrees to consult with BMBC with respect to its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves). BMBC and RBPI shall also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection with the transactions contemplated hereby and shall take such charges as BMBC shall reasonably request and which are not inconsistent with GAAP; provided that no such actions need be effected until BMBC shall have irrevocably certified to RBPI that all conditions set forth in Article IX to the obligation of BMBC to consummate the transactions contemplated hereby have been satisfied or, where legally permissible, waived.
