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

Reserves and Merger-Related Costs. On or before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML to those of Sovereign (as such practices and methods are to be applied to ML from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML following the Merger and otherwise to reflect Merger-related expenses and costs incurred by ML, provided, however, that ML shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML and dated the date of such writing, that the representation made in Section 2.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date. No accrual or reserve made by ML or any ML Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 6.01(d) hereof.

Reserves and Merger-Related Costs. On or before the --------------------------------- Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML Peoples to those of Sovereign (as such practices and methods are to be applied to ML Peoples from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML Peoples following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLPeoples, provided, however, that ML Peoples shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML Peoples shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML 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. No ; and no accrual or reserve made by ML Peoples or any ML 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(d) hereof.;

Reserves and Merger-Related Costs. On or before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML Bankers to those of Sovereign (as such practices and methods are to be applied to ML Bankers from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML Bankers following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLBankers, provided, however, that ML Bankers shall not be required to take such action (A) more than five (5) thirty days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML Bankers shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML 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. No ; and no accrual or reserve made by ML Bankers or any ML 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(d) hereof.

Reserves and Merger-Related Costs. On or after --------------------------------- January 1, 2002, but before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML Main Street to those of Sovereign (as such practices and methods are to be applied to ML Main Street from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML Main Street following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLMain Street, provided, however, that ML Main Street shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML Main Street shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML Main Street and dated the date of such writing, that the representation made in Section 2.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date. No ; and no accrual or reserve made by ML Main Street or any ML Main Street Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 6.01(d) hereof.;

Reserves and Merger-Related Costs. On or before Before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML FNB to those of Sovereign Orrstown (as such practices and methods are to be applied to ML FNB from and after the Closing Date) and Sovereign's Orrstown’s plans with respect to the conduct of the business of ML FNB following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLFNB, provided, however, that ML FNB shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign 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 Sovereign Orrstown of the writing referred to in the preceding clause, ML FNB shall provide Sovereign Orrstown a written statement, certified without personal liability by the chief executive officer of ML 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. No ; and no accrual or reserve made by ML or any ML Subsidiary 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(d6.01(h) hereof.;

Reserves and Merger-Related Costs. On or before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML First Home to those of Sovereign (as such practices and methods are to be applied to ML First Home from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML First Home following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLFirst Home, provided, however, that ML First Home shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML First Home shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML 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. No ; and no accrual or reserve made by ML First Home or any ML 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(d) hereof.; and (x)

Reserves and Merger-Related Costs. On or before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML First Home to those of Sovereign (as such practices and methods are to be applied to ML First Home from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML First Home following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLFirst Home, provided, however, that ML First Home shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML First Home shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML 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. No ; and no accrual or reserve made by ML First Home or any ML 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(d) hereof.; and

Reserves and Merger-Related Costs. On or before the Effective Date, consistent with generally accepted accounting principles establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML Carnegie to those of Sovereign (as such practices and methods are to be applied to ML Carnegie from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML Carnegie following the Merger and otherwise to reflect Merger-related expenses and costs incurred by MLCarnegie, provided, however, that ML Carnegie shall not be required to take such action (A) more than five (5) two days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML Carnegie shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML Carnegie and dated the date of such writing, that the representation made in Section 2.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date. No ; and no accrual or reserve made by ML Carnegie or any ML Carnegie Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall (i) constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 6.01(d) hereofhereof or (ii) be taken into account in the calculation of bonuses payable to any officers of Carnegie or Carnegie Subsidiaries.

Reserves and Merger-Related Costs. On or before the Effective Date, establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of ML to those of Sovereign (as such practices and methods are to be applied to ML from and after the Closing Date) and Sovereign's plans with respect to the conduct of the business of ML following the Merger and otherwise to reflect Merger-related expenses and costs incurred by ML, provided, however, that ML shall not be required to take such action (A) more than five (5) days prior to the Effective Date; and (B) unless Sovereign agrees in writing that all conditions to closing set forth in Section 5.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); prior to the delivery by Sovereign of the writing referred to in the preceding clause, ML shall provide Sovereign a written statement, certified without personal liability by the chief executive officer of ML and dated the date of such writing, that the representation made in Section 2.15 hereof is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date. No accrual or reserve made by ML or any ML Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 6.01(d) hereof.this