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

Reserves and Merger-Related Costs. 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 FNB to those of Orrstown (as such practices and methods are to be applied to FNB from and after the Closing Date) and Orrstown’s plans with respect to the conduct of the business of FNB following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNB, provided, however, that FNB shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown of the writing referred to in the preceding clause, FNB shall provide Orrstown a written statement, certified without personal liability by the chief executive officer of FNB 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 FNB 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(h) hereof;

Reserves and Merger-Related Costs. Before 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 FNB ML to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB ML from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB ML following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBML, provided, however, that FNB ML shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB ML shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB 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; and no . No accrual or reserve made by FNB 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(h) hereof;this

Reserves and Merger-Related Costs. Before 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 FNB First Home to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB First Home from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB First Home following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBFirst Home, provided, however, that FNB First Home shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB First Home shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB First Home 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 FNB First Home or any First Home 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(h6.01(d) hereof;; and

Reserves and Merger-Related Costs. Before 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 FNB Bankers to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB Bankers from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB Bankers following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBBankers, providedPROVIDED, howeverHOWEVER, that FNB Bankers shall not be required to take such action (A) more than five (5) thirty days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB Bankers shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB Bankers 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 FNB Bankers or any Bankers 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(h6.01(d) hereof;.

Reserves and Merger-Related Costs. Before 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 FNB ML to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB ML from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB ML following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBML, provided, however, that FNB ML shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB ML shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB 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; and no . No accrual or reserve made by FNB 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(h6.01(d) hereof;.

Reserves and Merger-Related Costs. Before 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 FNB Upper Valley to those of Orrstown First Jermyn (as such practices and methods are to be applied to FNB Upper Valley from and after the Closing Date) and Orrstown’s First Jermyn's plans with respect to the conduct of the business of FNB Upper Valley following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBUpper Valley, provided, however, that FNB Upper Valley shall not be required to take such action (A) more other than five (5) days immediately prior to the Effective DateClosing; and (B) unless Orrstown First Jermyn 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 Orrstown First Jermyn of the writing referred to in the preceding clause, FNB Upper Valley shall provide Orrstown First Jermyn a written statement, certified without personal liability by the chief executive officer of FNB Upper Valley 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 FNB Upper Valley or any Upper Valley 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(h) 6.01 hereof;.

Reserves and Merger-Related Costs. Before 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 FNB First Home to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB First Home from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB First Home following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBFirst Home, provided, however, that FNB First Home shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB First Home shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB First Home 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 FNB First Home or any First Home 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(h6.01(d) hereof;; and (x)

Reserves and Merger-Related Costs. Before 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 FNB Peoples to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB Peoples from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB Peoples following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBPeoples, provided, however, that FNB Peoples shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB Peoples shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB Peoples 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 FNB Peoples or any Peoples 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(h6.01(d) hereof;

Reserves and Merger-Related Costs. Before 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 FNB Bankers to those of Orrstown Sovereign (as such practices and methods are to be applied to FNB Bankers from and after the Closing Date) and Orrstown’s Sovereign's plans with respect to the conduct of the business of FNB Bankers following the Merger and otherwise to reflect Merger-related expenses and costs incurred by FNBBankers, provided, however, that FNB Bankers shall not be required to take such action (A) more than five (5) thirty days prior to the Effective Date; and (B) unless Orrstown 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 Orrstown Sovereign of the writing referred to in the preceding clause, FNB Bankers shall provide Orrstown Sovereign a written statement, certified without personal liability by the chief executive officer of FNB Bankers 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 FNB Bankers or any Bankers 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(h6.01(d) hereof;.