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

Reserves and Merger-Related Costs. On or immediately before the Effective Date, and at the request of Baltimore County Bank and to the extent not inconsistent with GAAP, WHG shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of WHG to those of BCSB (as such practices and methods are to be applied to WHG from and after the Closing Date) and BCSB's plans with respect to the conduct of the business of WHG and Heritage Bank following the Merger and otherwise to reflect Merger-related expenses and costs incurred by WHG and Heritage Bank, provided, however, that WHG shall not be required to take such action unless Baltimore County Bank and BCSB agree in writing that all conditions to closing set forth in Section 6.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); and no accrual or reserve made by WHG or any WHG Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof.

Reserves and Merger-Related Costs. On or immediately before the Effective Date, and at the request of Baltimore County Bank and to the extent not inconsistent consistent with GAAP, WHG and applicable banking laws and regulations, CNB shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of WHG CNB to those of BCSB NBT (as such practices and methods are to be applied to WHG CNB from and after the Closing Date) and BCSBNBT's plans with respect to the conduct of the business of WHG and Heritage Bank CNB following the Merger and otherwise to reflect Merger-related expenses and costs incurred by WHG and Heritage BankCNB. Notwithstanding the foregoing, provided, however, that WHG CNB shall not be required obligated to take in any respect any such action pursuant to this Section 6.11 unless Baltimore County Bank and BCSB agree in writing until NBT acknowledges that all conditions to closing set forth its obligation to consummate the Merger in Section 6.02 Sections 9.1 and 9.2 have been satisfied or waived (except for the expiration of any applicable waiting periods); ) and no NBT reasonably believes the Merger will close. No accrual or reserve made by WHG CNB or any WHG CNB Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof11.1.2.

Reserves and Merger-Related Costs. On or immediately no more than fifteen (15) days before the Merger Effective Date, and at the request of Baltimore County Bank and to the extent not inconsistent with GAAPHSB, WHG MBL shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of WHG MBL to those of BCSB HSB (as such practices and methods are to be applied to WHG HSB from and after the Closing Date) and BCSB's HSB’s plans with respect to the conduct of the business of WHG and Heritage Bank MBL following the Merger and otherwise to reflect Merger-related expenses and costs incurred by WHG and Heritage Bank, MBL; provided, however, that WHG shall not be required to take such action unless Baltimore County Bank and BCSB agree in writing that all conditions to closing set forth in Section 6.02 have been satisfied or waived (except for the expiration of any applicable waiting periods); and no accrual or reserve made by WHG MBL or any WHG MBL Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof. No action shall be required to be taken by MBL pursuant to this Section 5.08(ii) if, in the opinion of MBL’s independent auditors, such action would contravene GAAP or any regulations or guidance of the Regulatory Authorities with oversight responsibility for MBL.

Reserves and Merger-Related Costs. On or immediately before the Effective Date, and at the request of Baltimore County Bank and to the extent not inconsistent consistent with GAAP, WHG and applicable banking laws and regulations, CNB shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of WHG CNB to those of BCSB NBT (as such practices and methods are to be applied to WHG CNB from and after the Closing Date) and BCSB's NBT’s plans with respect to the conduct of the business of WHG and Heritage Bank CNB following the Merger and otherwise to reflect Merger-related expenses and costs incurred by WHG and Heritage BankCNB. Notwithstanding the foregoing, provided, however, that WHG CNB shall not be required obligated to take in any respect any such action pursuant to this Section 6.11 unless Baltimore County Bank and BCSB agree in writing until NBT acknowledges that all conditions to closing set forth its obligation to consummate the Merger in Section 6.02 Sections 9.1 and 9.2 have been satisfied or waived (except for the expiration of any applicable waiting periods); ) and no NBT reasonably believes the Merger will close. No accrual or reserve made by WHG CNB or any WHG CNB Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 7.01(b) hereof11.1.2.