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

Reserves and Merger-Related Costs. On or before the Effective Time, to the extent consistent with GAAP, the rules, regulations and interpretations of the SEC and applicable banking laws and regulations, Boardwalk Bancorp shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Boardwalk Bancorp to those of Cape Savings (as such practices and methods are to be applied to Boardwalk Bancorp from and after the Closing Date) and Cape Savings’ plans with respect to the conduct of the business of Boardwalk Bancorp following the Merger and otherwise to reflect Merger-related expenses and costs incurred by Boardwalk Bancorp, provided, however, that Boardwalk Bancorp shall not be required to take such action unless Cape Savings agrees in writing that all conditions to Closing set forth in Article IX have been satisfied or waived (except for the expiration of any applicable waiting periods) and that it is not aware of any fact or circumstance that would prevent completion of the Merger; and provided further that Boardwalk Bancorp shall not be required to take such action more than five (5) days prior to the Effective Time. Prior to the delivery by Cape Savings of the writing referred to in the preceding sentence, Boardwalk Bancorp shall provide Cape Savings a written statement, certified without personal liability by the chief executive officer of Boardwalk Bancorp and dated the date of such writing, that the representation made in Section 4.15.1 is true as of such date or, alternatively, setting forth in detail the circumstances that prevent such representation from being true as of such date; and no accrual or reserve made by Boardwalk Bancorp or any Boardwalk Bancorp Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 11.1.2.

Reserves and Merger-Related Costs. On or before the Merger Effective TimeDate, to and at the extent consistent with GAAPrequest of Northwest Bancorp, the rules, regulations and interpretations of the SEC and applicable banking laws and regulations, Boardwalk Prestige Bancorp shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Boardwalk Prestige Bancorp to those of Cape Savings Northwest Bancorp (as such practices and methods are to be applied to Boardwalk Prestige Bancorp from and after the Closing Merger Effective Date) and Cape Savings’ Northwest Bancorp's plans with respect to the conduct of the business of Boardwalk Prestige Bancorp following the Merger Effective Date and otherwise to reflect Merger-Merger related expenses and costs incurred by Boardwalk Prestige Bancorp, ; provided, however, that Boardwalk Prestige Bancorp shall not be required to take any such action unless Cape Savings Northwest Bancorp agrees in writing that all conditions to Closing closing set forth in Article IX Section 6.02 have been satisfied or waived (except for the expiration of any applicable waiting periods) and that it is not aware of any fact or circumstance that would prevent completion of the Merger); and provided further that Boardwalk Bancorp shall not be required to take such action more than five (5) days prior to the Effective Time. Prior to the delivery by Cape Savings Northwest Bancorp of the writing referred to in the preceding sentenceclause, Boardwalk Prestige Bancorp shall provide Cape Savings Northwest Bancorp a written statement, certified without personal liability by the chief executive officer of Boardwalk Prestige Bancorp and dated the date of such writing, that the representation made in Section 4.15.1 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 Boardwalk Prestige Bancorp or any Boardwalk Bancorp Subsidiary Prestige Bank pursuant to this subsectionSection 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 Prestige Bancorp or Prestige Bank or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 11.1.2.7.01(b) hereof. No action shall be required to be taken by Prestige Bancorp pursuant to this Section 5.10(vi) if, in the opinion of Prestige Bancorp's independent auditors, such action would contravene GAAP;

Reserves and Merger-Related Costs. On or before the Effective ----------------------------------- Time, Connecticut Bancshares shall use its reasonable best efforts in good faith to the extent consistent with GAAP, the rules, regulations and interpretations of the SEC and applicable banking laws and regulations, Boardwalk Bancorp shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Boardwalk Bancorp Connecticut Bancshares and SBM to those of Cape Savings NHSB (as such practices and methods are to be applied to Boardwalk Bancorp Connecticut Bancshares and SBM from and after the Closing Date) and Cape Savings’ NHSB's plans with respect to the conduct of the business of Boardwalk Bancorp Connecticut Bancshares and SBM following the Merger and otherwise to reflect Merger-related expenses and costs incurred by Boardwalk BancorpConnecticut Bancshares, provided, however, that Boardwalk Bancorp Connecticut Bancshares shall not be required to take such action unless Cape Savings NHSB agrees in writing that all conditions to Closing set forth in Article IX have been satisfied or waived (except for including the expiration of any applicable waiting periods) periods but excluding the delivery of certificates and that it is not aware of any fact or circumstance that would prevent completion of other documents to be delivered at the MergerClosing); and provided further that Boardwalk Bancorp shall not be required to take such action more than five (5) days prior to the Effective Time. Prior to the delivery by Cape Savings NHSB of the writing referred to in the preceding sentenceclause, Boardwalk Bancorp shall Connecticut Bancshares shall, upon NHSB's request, provide Cape Savings NHSB a written statement, certified without personal liability by the chief executive officer of Boardwalk Bancorp and dated the date of such writing, statement that the representation made in Section 4.15.1 4.22.1, hereof with respect to Connecticut Bancshares' 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 Boardwalk Bancorp Connecticut Bancshares or any Boardwalk Bancorp Connecticut Bancshares Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 11.1.211.1.2 hereof. No action shall be required to be taken by Connecticut Bancshares pursuant to this Section 6.12 if, in the opinion of Connecticut Bancshares' independent auditors, such action would contravene GAAP.

Reserves and Merger-Related Costs. On or before the Effective Time, Connecticut Bancshares shall use its reasonable best efforts in good faith to the extent consistent with GAAP, the rules, regulations and interpretations of the SEC and applicable banking laws and regulations, Boardwalk Bancorp shall establish such additional accruals and reserves as may be necessary to conform the accounting reserve practices and methods (including credit loss practices and methods) of Boardwalk Bancorp Connecticut Bancshares and SBM to those of Cape Savings NHSB (as such practices and methods are to be applied to Boardwalk Bancorp Connecticut Bancshares and SBM from and after the Closing Date) and Cape Savings’ NHSB’s plans with respect to the conduct of the business of Boardwalk Bancorp Connecticut Bancshares and SBM following the Merger and otherwise to reflect Merger-related expenses and costs incurred by Boardwalk BancorpConnecticut Bancshares, provided, however, that Boardwalk Bancorp Connecticut Bancshares shall not be required to take such action unless Cape Savings NHSB agrees in writing that all conditions to Closing set forth in Article IX have been satisfied or waived (except for including the expiration of any applicable waiting periods) periods but excluding the delivery of certificates and that it is not aware of any fact or circumstance that would prevent completion of other documents to be delivered at the MergerClosing); and provided further that Boardwalk Bancorp shall not be required to take such action more than five (5) days prior to the Effective Time. Prior to the delivery by Cape Savings NHSB of the writing referred to in the preceding sentenceclause, Boardwalk Bancorp shall Connecticut Bancshares shall, upon NHSB’s request, provide Cape Savings NHSB a written statement, certified without personal liability by the chief executive officer of Boardwalk Bancorp and dated the date of such writing, statement that the representation made in Section 4.15.1 4.22.1, hereof with respect to Connecticut Bancshares’ 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 Boardwalk Bancorp Connecticut Bancshares or any Boardwalk Bancorp Connecticut Bancshares Subsidiary pursuant to this subsection, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be deemed to be a breach or violation of any representation, warranty, covenant, condition or other provision of this Agreement or to constitute a termination event within the meaning of Section 11.1.211.1.2 hereof. No action shall be required to be taken by Connecticut Bancshares pursuant to this Section 6.12 if, in the opinion of Connecticut Bancshares’ independent auditors, such action would contravene GAAP.