Common use of Reserves and Merger-Related Costs Clause in Contracts

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. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street CNYF 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 CNYF to those of Xxxxxx Niagara Bancorp (as such practices and methods are to be applied to Innes Street CNYF from and after the Merger Effective Closing Date) and Xxxxxx Niagara Bancorp's plans with respect to the conduct of the business of Innes Street CNYF following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; CNYF, provided, however, that Innes Street CNYF shall not be required to take such action unless Xxxxxx Niagara 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 Niagara Bancorp of the writing referred to in the preceding clause, Innes Street CNYF shall provide Xxxxxx Niagara Bancorp a written statement, certified without personal liability by the chief executive officer of Innes Street CNYF and dated the date of such writing, that the representation made in Section 3.15 3.15(b) 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 CNYF or Citizens Bank any CNYF Subsidiary pursuant to this Section 5.10(a)(vi)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. No action shall be required to be taken by Innes Street CNYF pursuant to this Section 5.10(vii) if, in the opinion of Innes StreetCNYF's independent auditors, such action would contravene GAAP;

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx BancorpSound Federal Bancorp and to the extent not inconsistent with GAAP, Innes Street PFC 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 PFC to those of Xxxxxx Sound Federal Bancorp (as such practices and methods are to be applied to Innes Street PFC from and after the Merger Effective Closing Date) and Xxxxxx Sound Federal Bancorp's plans with respect to the conduct of the business of Innes Street PFC following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; PFC, provided, however, that Innes Street PFC shall not be required to take such action unless Xxxxxx Sound Federal 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 Sound Federal Bancorp of the writing referred to in the preceding clause, Innes Street PFC shall provide Xxxxxx Sound Federal Bancorp a written statement, certified without personal liability by the chief executive officer of Innes Street PFC 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 PFC or Citizens Bank any PFC Subsidiary pursuant to this Section 5.10(a)(vi)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. 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. On or before 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 Xxxxxx to those of Xxxxxx Bancorp Franklin (as such practices and methods are to be applied to Innes Street Xxxxxx from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's Franklin’s plans with respect to the conduct of the business of Innes Street Xxxxxx following the Merger Effective Date and otherwise to reflect Merger merger-related expenses and costs incurred by Innes StreetXxxxxx; provided, however, that Innes Street Xxxxxx shall not be required to take such action (A) unless Xxxxxx Bancorp such action is not inconsistent with GAAP and would not result in a breach of the MOU or the Consent Order or a violation of applicable banking laws and regulations or of the rules and regulations of the SEC; (B) more than five (5) days prior to the Effective Date; and (C) unless Franklin agrees in writing that all conditions to closing set forth in Section 6.02 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior . Prior to the delivery by Xxxxxx Bancorp Franklin of the writing referred to in the preceding clause, Innes Street Xxxxxx shall provide Xxxxxx Bancorp Franklin a written statement, certified without personal liability by the chief executive officer of Innes Street Xxxxxx and dated the date of such writing, that the representation made in Section 3.15 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 Innes Street or Citizens Bank Xxxxxx pursuant to this Section 5.10(a)(vi)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(b6.01(h) 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. On or before the Merger Effective DateTime, and at to the request extent consistent with GAAP, the rules and regulations of Xxxxxx Bancorpthe SEC and applicable banking laws and regulations, Innes Street FSBI 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 FSBI to those of Xxxxxx Bancorp PFS (as such practices and methods are to be applied to Innes Street FSBI from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's PFS’s plans with respect to the conduct of the business of Innes Street FSBI following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; FSBI, provided, however, that Innes Street FSBI shall not be required to take such action unless Xxxxxx Bancorp PFS agrees in writing that all conditions to closing set forth in Section 6.02 Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp PFS of the writing referred to in the preceding clause, Innes Street FSBI shall provide Xxxxxx Bancorp PFS a written statement, certified without personal liability by the chief executive officer of Innes Street FSBI and dated the date of such writing, that the representation made in Section 3.15 4.16.1 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 FSBI or Citizens Bank any FSBI Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street FSBI pursuant to this Section 5.10(vii) 6.11 if, in the opinion of Innes Street's FSBI’s independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx BancorpProvident, Innes Street Ridgewood Financial 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 Ridgewood Financial to those of Xxxxxx Bancorp Provident (as such practices and methods are to be applied to Innes Street Provident from and after the Merger Effective Closing Date) and Xxxxxx BancorpProvident's plans with respect to the conduct of the business of Innes Street Ridgewood Financial following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; Ridgewood Financial, provided, however, that Innes Street Ridgewood Financial shall not be required to take such action unless Xxxxxx Bancorp Provident 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 Provident of the writing referred to in the preceding clause, Innes Street Ridgewood Financial shall provide Xxxxxx Bancorp Provident a written statement, certified without personal liability by the chief executive officer of Innes Street Ridgewood Financial and dated the date of such writing, that the representation representations made in Section 3.15 hereof is are 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 Ridgewood Financial or Citizens Bank any Ridgewood Subsidiary pursuant to this Section 5.10(a)(vi)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. No action shall be required to be taken by Innes Street Ridgewood Financial pursuant to this Section 5.10(vii5.10(vi) if, in the opinion of Innes StreetRidgewood Financial's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx BancorpNorthwest, Innes Street Skibo Financial shall establish such additional accruals accruxxx and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Innes Street Skibo Financial to those of Xxxxxx Northwest Bancorp (as such practices xxxctices and methods are to be applied to Innes Street Northwest Bancorp from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's Northwest Bancorp plans with respect to the conduct of the business of Innes Street Skibo Financial following the Merger Effective Date and otherwise to reflect Merger rexxxxx Merger-related expenses and costs incurred by Innes Street; Skibo Financial, provided, however, that Innes Street shall Skibo Financxxx xhall not be required to take such action unless Xxxxxx actiox xxless Northwest 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 Northwest Bancorp of the writing referred to in the preceding clause, Innes Street Skibo Financial shall provide Xxxxxx Northwest Bancorp a written wrixxxx statement, certified without personal liability by the chief executive officer of Innes Street Skibo Financial and dated the date of such writing, that the representation thax xxx representations made in Section 3.15 hereof is are 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 Skibo Financial or Citizens Bank any Skibo Subsidiary pursuant to this Section 5.10(a)(vi)txxx subsection, or any litigation or litigatixx xx 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 Skibo Financial pursuant to this Section 5.10(vii5.10(vi) if, in the opinion opinixx xx the independent auditor of Innes Street's independent auditorsSkibo Financial, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx Northwest Bancorp, Innes Street Equinox Financial shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods of Equinox Financial (including credit loss practices and methods) of Innes Street to those of Xxxxxx Northwest Bancorp (as such practices and methods are to be applied to Innes Street Equinox Financial from and after the Merger Effective Date) and Xxxxxx to Northwest Bancorp's plans with respect to the conduct business and operations of the business of Innes Street Equinox Financial following the Merger Effective Date and otherwise to reflect Merger related expenses and costs incurred by Innes StreetEquinox Financial, such adjustment to be effective on the day immediately preceding the Merger Effective Date; provided, however, that Innes Street Equinox Financial shall not be required to take any such action unless Xxxxxx Northwest Bancorp agrees in writing that all conditions to closing set forth in Section 6.02 have been satisfied or irrevocably waived (except for and provided further, that in no event shall Equinox Financial be required to take any such action to the expiration extent that the taking of any applicable waiting periods)such action could reasonable be expected to have an adverse tax consequence to Equinox Financial or its shareholders; prior to the delivery by Xxxxxx Northwest Bancorp of the writing referred to in the preceding clause, Innes Street Equinox Financial shall provide Xxxxxx Northwest Bancorp upon request a written statement, certified without personal liability by the chief executive officer of Innes Street Equinox Financial and dated the date of such writing, that to his knowledge the representation representations made in Section 3.15 hereof is are true and correct in all material respects as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation representations from being true and correct in all material respects as of such date; and no accrual or reserve made by Innes Street or Citizens Bank Equinox Financial 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 Equinox Financial or Equinox 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 Equinox Financial pursuant to this Section 5.10(vii5.10(a)(vi) if, in the opinion of Innes StreetEquinox Financial's independent auditors, such action would contravene GAAPGAAP or regulatory accounting principles;

Reserves and Merger-Related Costs. On or before the Merger Effective DateTime, and at the request of Xxxxxx Bancorp, Innes Street FLBC 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 FLBC to those of Xxxxxx Bancorp First Niagara Financial (as such practices and methods are to be applied to Innes Street FLBC from and after the Merger Effective Closing Date) and Xxxxxx BancorpFirst Niagara Financial's plans with respect to the conduct of the business of Innes Street FLBC following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; FLBC, provided, however, that Innes Street FLBC shall not be required to take such action unless Xxxxxx Bancorp First Niagara Financial agrees in writing that all conditions to closing set forth in Section 6.02 Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp First Niagara Financial of the writing referred to in the preceding clause, Innes Street FLBC shall provide Xxxxxx Bancorp First Niagara Financial a written statement, certified without personal liability by the chief executive officer of Innes Street FLBC and dated the date of such writing, that the representation made in Section 3.15 4.15.1 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 FLBC or Citizens Bank any FLBC Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street FLBC pursuant to this Section 5.10(vii) 6.11 if, in the opinion of Innes StreetFLBC's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx BancorpKearny, Innes Street WEST ESSEX 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 WEST ESSEX to those of Xxxxxx Bancorp Kearny (as such practices and methods are to be applied to Innes Street Kearny from and after the Merger Effective Closing Date) and Xxxxxx BancorpKearny's plans with respect to the conduct of the business of Innes Street WEST ESSEX following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; WEST ESSEX Bancorp, provided, however, that Innes Street WEST ESSEX shall not be required to take such action unless Xxxxxx Bancorp Kearny 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 Kearny of the writing referred to in the preceding clause, Innes Street WEST ESSEX shall provide Xxxxxx Bancorp Kearny a written statement, certified without personal liability by the chief executive officer of Innes Street WEST ESSEX Bancorp, WEST ESSEX Bank and WEST ESSEX MHC and dated the date of such writing, that the representation representations made in Section 3.15 hereof is are 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 WEST ESSEX or Citizens Bank any WEST ESSEX Subsidiary pursuant to this Section 5.10(a)(vi)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. No action shall be required to be taken by Innes Street WEST ESSEX pursuant to this Section 5.10(vii5.10(vi) if, in the opinion of Innes StreetWEST ESSEX's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before Prior to 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 Madison to those of Xxxxxx Bancorp Leesport (as such practices and methods are to be applied to Innes Street Madison from and after the Merger Effective Date) ), and Xxxxxx Bancorp's Leesport’s plans with respect to the conduct of the business of Innes Street Madison following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; Madison, provided, however, that Innes Street Madison shall not be required to take such action (A) more than three (3) days prior to the Effective Date; and (B) unless Xxxxxx Bancorp Leesport agrees in writing that all conditions to closing set forth in Section 6.02 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp Leesport of the writing referred to in the preceding clause, Innes Street Madison shall provide Xxxxxx Bancorp Leesport a written statement, certified without personal liability by the chief executive officer of Innes Street Madison and dated the date of such writing, that that, to the best of his knowledge, the representation made in Section 3.15 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 Innes Street Madison or Citizens Bank any Madison Subsidiary pursuant to this Section 5.10(a)(vi)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(b6.01(f) hereof. No In the event that Madison takes, at the request of Leesport, any action shall be required to be taken by Innes Street pursuant to this Section 5.10(vii4.10(a)(vi), Leesport shall reimburse Madison and each Madison Subsidiary for any fees, expenses and charges, and the costs of reversing any action taken if the Merger is not consummated other than as a result of a termination of this Agreement (W) ifunder Section 6.01(b)(ii) hereof, unless the failure of such occurrence specified therein shall be due to Leesport’s failure to observe, in any material respect, agreements set forth in the opinion Agreement required to be performed or observed by Leesport on or before the Closing Date, (X) by Madison under Section 6.01(d), (Y) by Leesport under Section 6.01(e), or (Z) by Leesport under Section 6.01(f) as a result of Innes Street's independent auditors, such action would contravene GAAP;a breach by Madison of any material covenant or representation or warranty as provided therein.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx BancorpProvident Bank and to the extent not inconsistent with GAAP, Innes Street NBF 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 NBF to those of Xxxxxx Bancorp Provident Bank (as such practices and methods are to be applied to Innes Street NBF from and after the Merger Effective Closing Date) and Xxxxxx BancorpProvident Bank's plans with respect to the conduct of the business of Innes Street NBF following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; NBF, provided, however, that Innes Street NBF shall not be required to take such action unless Xxxxxx Provident Bank and Provident Bancorp agrees 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); prior to the delivery by Xxxxxx Provident Bank and Provident Bancorp of the writing referred to in the preceding clause, Innes Street NBF shall provide Xxxxxx Bancorp Provident Bank a written statement, certified without personal liability by the chief executive officer of Innes Street NBF and dated the date of such writing, that the representation made in Section 3.15 3.15(a) 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 NBF or Citizens Bank any NBF Subsidiary pursuant to this Section 5.10(a)(vi)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. 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. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street IROQ 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 IROQ to those of Xxxxxx Niagara Bancorp (as such practices and methods are to be applied to Innes Street IROQ from and after the Merger Effective Closing Date) and Xxxxxx Niagara Bancorp's plans with respect to the conduct of the business of Innes Street IROQ following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; IROQ, provided, however, that Innes Street IROQ shall not be required to take such action unless Xxxxxx Niagara 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 Niagara Bancorp of the writing referred to in the preceding clause, Innes Street IROQ shall provide Xxxxxx Niagara Bancorp a written statement, certified without personal liability by the chief executive officer of Innes Street IROQ and dated the date of such writing, that the representation made in Section 3.15 3.15(b) 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 IROQ or Citizens Bank any IROQ Subsidiary pursuant to this Section 5.10(a)(vi)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. No action shall be required to be taken by Innes Street IROQ pursuant to this Section 5.10(vii5.10(vi) if, in the opinion of Innes StreetIROQ's independent auditors, such action would contravene GAAP;; and

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the written request of Xxxxxx BancorpNew England Bancshares, Innes Street Apple Valley shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods of Apple Valley (including credit loss practices and methods) of Innes Street to those of Xxxxxx Bancorp New England Bancshares (as such practices and methods are to be applied to Innes Street Apple Valley from and after the Merger Effective Date) and Xxxxxx Bancorpto New England Bancshares's plans with respect to the conduct business and operations of the business of Innes Street Apple Valley following the Merger Effective Date and otherwise to reflect Merger related expenses and costs incurred by Innes StreetApple Valley, all as set forth in the written request provided to Apply Valley by New England Bancshares; provided, however, that Innes Street Apple Valley shall not be required to take any such action unless Xxxxxx Bancorp New England Bancshares agrees in writing that all conditions to closing set forth in Section 6.02 6.03 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp New England Bancshares of the writing referred to in the preceding clause, Innes Street Apple Valley shall provide Xxxxxx Bancorp New England Bancshares a written statement, certified without personal liability by the chief executive officer of Innes Street Apple Valley and dated the date of such writing, that the representation representations made in Section 3.15 hereof is are true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation representations from being true as of such date; and no accrual or reserve made by Innes Street or Citizens Bank Apple Valley 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 Apple Valley 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) and 7.01(c) hereof. No action shall be required to be taken by Innes Street Apple Valley pursuant to this Section 5.10(vii5.10(vi) if, in the opinion of Innes StreetApple Valley's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective DateTime, and at to the request extent consistent with GAAP, the rules and regulations of Xxxxxx Bancorpthe SEC and applicable banking laws and regulations, Innes Street ALFC 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 ALFC to those of Xxxxxx Bancorp FFC (as such practices and methods are to be applied to Innes Street ALFC from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's FFC’s plans with respect to the conduct of the business of Innes Street ALFC following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes StreetALFC; provided, however, that Innes Street ALFC shall not be required to take such action unless Xxxxxx Bancorp FFC agrees in writing that all conditions to closing set forth in Section 6.02 Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods); prior . Prior to the delivery by Xxxxxx Bancorp FFC of the writing referred to in the preceding clausesentence, Innes Street ALFC shall provide Xxxxxx Bancorp FFC a written statement, certified without personal liability by the chief executive officer of Innes Street ALFC and dated the date of such writing, that the representation made in Section 3.15 4.16.1 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 ALFC or Citizens Bank any ALFC Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street ALFC pursuant to this Section 5.10(vii) 6.11 if, in the opinion of Innes Street's ALFC’s independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective DateTime of the Merger, and at the request of Xxxxxx Bancorp, Innes Street SSE shall use its reasonable best efforts in good faith to 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 SSE and BSC to those of Xxxxxx Bancorp Liberty (as such practices and methods are to be applied to Innes Street SSE and BSC from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's Liberty’s plans with respect to the conduct of the business of Innes Street SSE and BSC following the Merger Effective Date and otherwise to reflect Merger and Merger-related expenses and costs incurred by Innes Street; SSE, provided, however, that Innes Street SSE shall not be required to take such action unless Xxxxxx Bancorp Liberty agrees in writing that all conditions to closing Closing set forth in Section 6.02 Article IX have been satisfied or waived (except for including the expiration of any applicable waiting periodsperiods but excluding the delivery of certificates and other documents to be delivered at the Closing); prior to the delivery by Xxxxxx Bancorp Liberty of the writing referred to in the preceding clause, Innes Street shall SSE shall, upon Liberty’s request, provide Xxxxxx Bancorp Liberty a written statement, certified without personal liability by the chief executive officer of Innes Street and dated the date of such writing, statement that the representation made in Section 3.15 4.22.1 hereof with respect to SSE’s or BSC’s allowance for possible loan losses 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 SSE or Citizens Bank any of the SSE Subsidiaries pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street SSE pursuant to this Section 5.10(vii) 6.12 if, in the written opinion of Innes Street's SSE’s independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective DateTime, and at to the request extent consistent with GAAP, the rules and regulations of Xxxxxx Bancorpthe SEC and applicable banking laws and regulations, Innes Street CB&T 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 CB&T to those of Xxxxxx Bancorp AANB (as such practices and methods are to be applied to Innes Street CB&T from and after the Merger Effective Closing Date) and Xxxxxx BancorpAANB's plans with respect to the conduct of the business of Innes Street CB&T following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; CB&T, provided, however, that Innes Street CB&T shall not be required to take such action unless Xxxxxx Bancorp AANB agrees in writing that all conditions to closing set forth in Section 6.02 Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp AANB of the writing referred to in the preceding clause, Innes Street CB&T shall provide Xxxxxx Bancorp AANB a written statement, certified without personal liability by the chief executive officer of Innes Street CB&T and dated the date of such writing, that the representation made in Section 3.15 4.16.1 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 CB&T or Citizens Bank any CB&T Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 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. On or before the Merger Effective DateTime, and at to the request extent consistent with GAAP, the rules and regulations of Xxxxxx Bancorpthe SEC and applicable banking laws and regulations, Innes Street ALFC 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 ALFC to those of Xxxxxx Bancorp FFC (as such practices and methods are to be applied to Innes Street ALFC from and after the Merger Effective Closing Date) and Xxxxxx BancorpFFC's plans with respect to the conduct of the business of Innes Street ALFC following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes StreetALFC; provided, however, that Innes Street ALFC shall not be required to take such action unless Xxxxxx Bancorp FFC agrees in writing that all conditions to closing set forth in Section 6.02 Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods); prior . Prior to the delivery by Xxxxxx Bancorp FFC of the writing referred to in the preceding clausesentence, Innes Street ALFC shall provide Xxxxxx Bancorp FFC a written statement, certified without personal liability by the chief executive officer of Innes Street ALFC and dated the date of such writing, that the representation made in Section 3.15 4.16.1 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 ALFC or Citizens Bank any ALFC Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street ALFC pursuant to this Section 5.10(vii) 6.11 if, in the opinion of Innes StreetALFC's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before Prior to the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street shall (A) 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 Waypoint to those of Xxxxxx Bancorp Sovereign (as such practices and methods are to be applied to Innes Street Waypoint from and after the Merger Effective Date) ), and Xxxxxx Bancorpto Sovereign's plans with respect to the conduct of the business of Innes Street Waypoint following the Merger Effective Date and Merger, (B) otherwise to reflect Merger Merger-related expenses and costs incurred by Innes StreetWaypoint and (C) sell such assets and/or sell or prepay such liabilities Sovereign shall so require; provided, however, that Innes Street Waypoint shall not be required to take such action (I) more than five (5) days prior to the Effective Date; and (II) unless Xxxxxx Bancorp Sovereign agrees in writing that all conditions to closing set forth in Section 6.02 5.02 (a), (d), (e), and (j) have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp Sovereign of the writing referred to in the preceding clause, Innes Street Waypoint shall provide Xxxxxx Bancorp Sovereign a written statement, certified without personal liability by the chief executive officer of Innes Street Waypoint and dated the date of such writing, that the representation made in Section 3.15 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 Innes Street Waypoint or Citizens Bank any Waypoint Subsidiary pursuant to this Section 5.10(a)(vi)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(b6.01(g) hereof. No In the event that Waypoint or any of its Subsidiaries takes, at the request of Sovereign, any action shall be required to be taken by Innes Street pursuant to this Section 5.10(vii4.10(a)(vii), Sovereign shall reimburse Waypoint and its Subsidiaries for any fees, expenses and charges, and the costs of reversing any action taken if the Merger is not consummated other than as a result of termination of the Agreement (w) ifunder Section 6.01(b)(ii), unless the failure of the occurrence specified therein shall be due to Sovereign's failure to observe, in any material respect, agreements set forth in the opinion Agreement required to be performed or observed by Sovereign on or before the Closing Date, (x) by Waypoint under Section 6.01(e), (y) by Sovereign under Section 6.01(f), or (z) by Sovereign under Section 6.01(g) as a result of Innes Street's independent auditors, such action would contravene GAAPa breach by Waypoint of any material covenant or representation and warranty as provided therein;

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street NARK 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 NARK to those of Xxxxxx Pocahontas Bancorp (as such practices and methods are to be applied to Innes Street NARK from and after the Merger Effective Closing Date) and Xxxxxx Pocahontas Bancorp's plans with respect to the conduct of the business of Innes Street NARK following the Company Merger Effective Date and otherwise to reflect Merger merger-related expenses and costs incurred by Innes StreetNARK; provided, however, that Innes Street NARK shall not be required to take such action unless Xxxxxx Pocahontas Bancorp agrees in writing that all conditions to closing set forth in Section 6.02 hereof have been satisfied or waived (except for the expiration of any applicable waiting periods); prior . Prior to the delivery by Xxxxxx Pocahontas Bancorp of the writing referred to in the preceding clausesentence, Innes Street NARK shall provide Xxxxxx Pocahontas Bancorp a written statement, certified without personal liability by the chief executive officer of Innes Street NARK 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 NARK or Citizens Bank any NARK Subsidiary pursuant to this Section 5.10(a)(vi)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. 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;; and

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx Gxxxxx 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 Gxxxxx Bancorp (as such practices and methods are to be applied to Innes Street from and after the Merger Effective Date) and Xxxxxx Gxxxxx 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 Gxxxxx 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 Gxxxxx Bancorp of the writing referred to in the preceding clause, Innes Street shall provide Xxxxxx Gxxxxx 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. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street VBC 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 VBC to those of Xxxxxx Bancorp Oneida Financial (as such practices and methods are to be applied to Innes Street VBC from and after the Merger Effective Closing Date) and Xxxxxx BancorpOneida Financial's plans with respect to the conduct of the business of Innes Street VBC following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes StreetVBC; provided, however, that Innes Street VBC shall not be required to take such action unless Xxxxxx Bancorp Oneida 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); prior to the delivery by Xxxxxx Bancorp Oneida Financial of the writing referred to in the preceding clause, Innes Street VBC shall provide Xxxxxx Bancorp Oneida Financial a written statement, certified without personal liability by the chief executive officer of Innes Street VBC 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 VBC or Citizens Bank any VBC Subsidiary pursuant to this Section 5.10(a)(vi)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. No action shall be required to be taken by Innes Street VBC pursuant to this Section 5.10(vii5.10(vi) if, in the opinion of Innes StreetVBC's independent auditors, such action would contravene GAAP;

Reserves and Merger-Related Costs. On or Not earlier than sixty (60) days before the Merger anticipated Effective DateTime, and at the request of Xxxxxx Bancorp, Innes Street CBI 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 CBI and Cornerstone to those of Xxxxxx Bancorp NewAlliance (as such practices and methods are to be applied to Innes Street CBI and Cornerstone from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's NewAlliance’s plans with respect to the conduct of the business of Innes Street CBI and Cornerstone following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; CBI, provided, however, that Innes Street CBI shall not be required to take such action unless Xxxxxx Bancorp NewAlliance agrees in writing that (i) all conditions to closing set forth in Section 6.02 Sections 9.1 and 9.3 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior periods relating to any governmental approvals) and (ii) all opinions, certificates, letters and other documents to be received by NewAlliance, CBI or Cornerstone on the Closing Date have been delivered into escrow fully signed, and subject only to the expiration of any governmental waiting period. Prior to the delivery by Xxxxxx Bancorp NewAlliance of the writing referred to in the preceding clausesentence, Innes Street CBI shall provide Xxxxxx Bancorp NewAlliance a written statement, certified without personal liability by the chief executive officer of Innes Street CBI and dated the date of such writing, that the representation made in Section 3.15 4.22.1 hereof with respect to CBI’s allowance for possible loan losses is true as of such date in all material respects 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 CBI or Citizens Bank any CBI Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street CBI pursuant to this Section 5.10(vii) 6.12 if, in the opinion of Innes Street's CBI’s independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or Not earlier than sixty (60) days before the Merger anticipated Effective DateTime, and at the request of Xxxxxx Bancorp, Innes Street Alliance 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 Alliance and Tolland to those of Xxxxxx Bancorp NHSB (as such practices and methods are to be applied to Innes Street Alliance and Tolland from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's NHSB’s plans with respect to the conduct of the business of Innes Street Alliance and Tolland following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; Alliance, provided, however, that Innes Street Alliance shall not be required to take such action unless Xxxxxx Bancorp NHSB agrees in writing that (i) all conditions to closing set forth in Section 6.02 Sections 9.1 and 9.2 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior periods relating to any governmental approvals) and (ii) all opinions, certificates, letters and other documents to be received by NHSB, Alliance or Tolland on the Closing Date have been delivered into escrow fully signed, and subject only to the expiration of any governmental waiting period. Prior to the delivery by Xxxxxx Bancorp NHSB of the writing referred to in the preceding clausesentence, Innes Street Alliance shall provide Xxxxxx Bancorp NHSB a written statement, certified without personal liability by the chief executive officer of Innes Street Alliance and dated the date of such writing, that the representation made in Section 3.15 4.22.1 hereof with respect to Alliance’s allowance for possible loan losses is true as of such date in all material respects 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 Alliance or Citizens Bank any Alliance Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street Alliance pursuant Back to Contents to this Section 5.10(vii) 6.12 if, in the opinion of Innes Street's Alliance’s independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective DateTime of the Merger, and at the request of Xxxxxx Bancorp, Innes Street CMS Bancorp shall use its reasonable best efforts in good faith to 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 CMS Bancorp and CMS Bank to those of Xxxxxx Bancorp (as such practices and methods are to be applied to Innes Street CMS Bancorp and CMS Bank from and after the Merger Effective Closing Date) and Xxxxxx Bancorp's Xxxxxx’x plans with respect to the conduct of the business of Innes Street CMS Bancorp and CMS Bank following the Merger Effective Date and otherwise to reflect Merger and Merger-related expenses and costs incurred by Innes Street; CMS Bancorp, provided, however, that Innes Street CMS Bancorp shall not be required to take such action unless Xxxxxx Bancorp agrees in writing that all conditions to closing Closing set forth in Section 6.02 Article IX have been satisfied or waived (except for including the expiration of any applicable waiting periodsperiods but excluding the delivery of certificates and other documents to be delivered at the Closing); prior to the delivery by Xxxxxx Bancorp of the writing referred to in the preceding clause, Innes Street shall CMS Bancorp shall, upon Xxxxxx’x request, 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, statement that the representation made in Section 3.15 4.22.1 hereof with respect to CMS Bancorp’s or CMS Bank’s allowance for possible loan losses 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 CMS Bancorp or Citizens Bank any of the CMS Bancorp Subsidiaries pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street CMS Bancorp pursuant to this Section 5.10(vii) 6.12 if, in the written opinion of Innes Street's CMS Bancorp’s independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date----------------------------------- Time, and at the request of Xxxxxx Bancorp, Innes Street FLFC shall use its reasonable best efforts in good faith to 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 FLFC and FNB to those of Xxxxxx Bancorp USB (as such practices and methods are to be applied to Innes Street FLFC and FNB from and after the Merger Effective Closing Date) and Xxxxxx BancorpUSB's plans with respect to the conduct of the business of Innes Street FLFC and FNB following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; FLFC, provided, however, that Innes Street FLFC shall not be required to take such action unless Xxxxxx Bancorp USB agrees in writing that all conditions to closing Closing set forth in Section 6.02 Article IX have been satisfied or waived (except for including the expiration of any applicable waiting periodsperiods but excluding the delivery of certificates and other documents to be delivered at the Closing); prior to the delivery by Xxxxxx Bancorp USB of the writing referred to in the preceding clause, Innes Street shall FLFC shall, upon USB's request, provide Xxxxxx Bancorp USB a written statement, certified without personal liability by the chief executive officer of Innes Street and dated the date of such writing, statement that the representation made in Section 3.15 4.22.1, hereof with respect to FLFC's allowance for possible loan losses 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 FLFC or Citizens Bank any FLFC Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street FLFC pursuant to this Section 5.10(vii) 6.12 if, in the opinion of Innes StreetFLFC's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx BancorpKearny, Innes Street Pulaski 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 Innes Street Pulaski Bancorp to those of Xxxxxx Bancorp Kearny (as such practices and methods are to be applied to Innes Street Kearny from and after the Merger Effective Closing Date) and Xxxxxx BancorpKearny's plans with respect to the conduct of the business of Innes Street Pulaski Bancorp following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; Pulaski Bancorp, provided, however, that Innes Street Pulaski Bancorp shall not be required to take such action unless Xxxxxx Bancorp Kearny 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 Kearny of the writing referred to in the preceding clause, Innes Street Pulaski Bancorp shall provide Xxxxxx Bancorp Kearny a written statement, certified without personal liability by the chief executive officer of Innes Street Pulaski Bancorp and dated the date of such writing, that the representation representations made in Section 3.15 hereof is are true as of such date or, alternatively, setting forth 39 44 in detail the circumstances that prevent such representation from being true as of such date; and no accrual or reserve made by Innes Street Pulaski Bancorp or Citizens Bank any Pulaski Subsidiary pursuant to this Section 5.10(a)(vi)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. No action shall be required to be taken by Innes Street Pulaski Bancorp pursuant to this Section 5.10(vii5.10(vi) if, in the opinion of Innes StreetPulaski Bancorp's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street Primary Bank 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 Primary Bank to those of Xxxxxx Bancorp Granite State (as such practices and methods are to be applied to Innes Street Primary Bank from and after the Merger Effective Closing Date) and Xxxxxx BancorpGranite State's plans with respect to the conduct of the business of Innes Street Primary Bank following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; Primary Bank, provided, however, that Innes Street Primary Bank shall not be required to take such action unless Xxxxxx Bancorp Granite State agrees in writing that all conditions to closing set forth in Section 6.02 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Xxxxxx Bancorp Granite State of the writing referred to in the preceding clause, Innes Street Primary Bank shall provide Xxxxxx Bancorp Granite State a written statement, certified without personal liability by the chief executive officer of Innes Street Primary Bank and dated the date of such writing, that the representation made in Section 3.15 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 Innes Street Primary Bank or Citizens any Primary Bank Subsidiary pursuant to this Section 5.10(a)(vi)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(b6.01(d) hereof. No action (b) From and after the date of this Agreement, Granite State and Primary Bank 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;each:

Reserves and Merger-Related Costs. On or Not earlier than sixty (60) days before the Merger anticipated Effective DateTime, and at the request of Xxxxxx Bancorp, Innes Street CBI 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 CBI and Cornerstone to those of Xxxxxx Bancorp NewAlliance (as such practices and methods are to be applied to Innes Street CBI and Cornerstone from and after the Merger Effective Closing Date) and Xxxxxx BancorpNewAlliance's plans with respect to the conduct of the business of Innes Street CBI and Cornerstone following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; CBI, provided, however, that Innes Street CBI shall not be required to take such action unless Xxxxxx Bancorp NewAlliance agrees in writing that (i) all conditions to closing set forth in Section 6.02 Sections 9.1 and 9.3 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior periods relating to any governmental approvals) and (ii) all opinions, certificates, letters and other documents to be received by NewAlliance, CBI or Cornerstone on the Closing Date have been delivered into escrow fully signed, and subject only to the expiration of any governmental waiting period. Prior to the delivery by Xxxxxx Bancorp NewAlliance of the writing referred to in the preceding clausesentence, Innes Street CBI shall provide Xxxxxx Bancorp NewAlliance a written statement, certified without personal liability by the chief executive officer of Innes Street CBI and dated the date of such writing, that the representation made in Section 3.15 4.22.1 hereof with respect to CBI's allowance for possible loan losses is true as of such date in all material respects 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 CBI or Citizens Bank any CBI Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street CBI pursuant to this Section 5.10(vii) 6.12 if, in the opinion of Innes StreetCBI's independent auditors, such action would contravene GAAP;.

Reserves and Merger-Related Costs. On or Not earlier than sixty (60) --------------------------------- days before the Merger anticipated Effective DateTime, to the extent consistent with GAAP, the rules and at regulations of the request of Xxxxxx BancorpSEC and applicable banking laws and regulations, Innes Street Westbank 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 Westbank and WB to those of Xxxxxx Bancorp NewAlliance (as such practices and methods are to be applied to Innes Street Westbank and WB from and after the Merger Effective Closing Date) and Xxxxxx BancorpNewAlliance's plans with respect to the conduct of the business of Innes Street Westbank and WB following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; Westbank, provided, however, that Innes Street Westbank shall not be required to take such action unless Xxxxxx Bancorp NewAlliance agrees in writing that (i) all conditions to closing Closing set forth in Section 6.02 Sections 9.1 and 9.3 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior periods relating to any governmental approvals) and (ii) all opinions, certificates, letters and other documents to be received by NewAlliance, Westbank or WB on the Closing Date have been delivered into escrow fully signed, and subject only to the expiration of any governmental waiting period. Prior to the delivery by Xxxxxx Bancorp NewAlliance of the writing referred to in the preceding clausesentence, Innes Street Westbank shall provide Xxxxxx Bancorp NewAlliance a written statement, certified without personal liability by the chief executive officer of Innes Street Westbank and dated the that date of such writing, that the representation made in Section 3.15 4.22.1 hereof with respect to Westbank's allowance for possible loan losses is true as of such date in all material respects 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 Westbank or Citizens Bank any Westbank Subsidiary pursuant to this Section 5.10(a)(vi)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) 11.1.2 hereof. No action shall be required to be taken by Innes Street Westbank pursuant to this Section 5.10(vii) 6.12 if, in the opinion of Innes StreetWestbank's independent auditors, such action would contravene GAAP;. 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 Westbank or its management with any such adjustments.

Reserves and Merger-Related Costs. On or before the Merger Effective Date, and at the request of Xxxxxx Bancorp, Innes Street SWB 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 SWB to those of Xxxxxx Alliance Bancorp (as such practices and methods are to be applied to Innes Street SWB from and after the Merger Effective Closing Date) and Xxxxxx Alliance Bancorp's plans with respect to the conduct of the business of Innes Street SWB following the Merger Effective Date and otherwise to reflect Merger Merger-related expenses and costs incurred by Innes Street; SWB, provided, however, that Innes Street SWB shall not be required to take such action unless Xxxxxx Alliance 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 Alliance Bancorp of the writing referred to in the preceding clause, Innes Street SWB shall provide Xxxxxx Alliance Bancorp a written statement, certified without personal liability by the chief executive officer of Innes Street SWB 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 SWB or Citizens Bank any SWB Subsidiary pursuant to this Section 5.10(a)(vi)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. No action (b) From and after the date of this Agreement, Alliance Bancorp and SWB 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;each: