Common use of Certain Policies Clause in Contracts

Certain Policies. Prior to the Effective Time, each of Hxxxxx United and its Subsidiaries shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(b); and provided further that in any event, no accrual or reserve made by Hxxxxx United or any of its Subsidiaries pursuant to this Section 7.15 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the written request of Hxxxxx United SHBI, TCFC shall, and shall cause its Subsidiaries shallto, consistent with U.S. GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable best efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, SHBI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(aSection 7.01(a) and 8.1(b(b); and further provided further that in any event, no accrual such modification or reserve change made by Hxxxxx United TCFC or any of its Subsidiaries pursuant to this Section 7.15 6.08 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United TCFC or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of Hxxxxx United and its Subsidiaries Bank shall, consistent with U.S. GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, Buyer; provided, however, that no such modifications or changes need Bank shall not be made prior obligated to take any action pursuant to this Section 6.13 unless and until Buyer acknowledges, and Bank is satisfied, that all conditions to Bank’s obligation to consummate the satisfaction Merger have been satisfied and that Buyer shall consummate the Merger in accordance with the terms of the conditions set forth in Sections 8.1(a) this Agreement, and 8.1(b); and further provided further that in any event, no accrual or reserve made by Hxxxxx United or any of its Subsidiaries Bank pursuant to this Section 7.15 6.13 or the consequences resulting therefrom shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United Bank or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of Hxxxxx United and its Subsidiaries (i) Rancho Bank shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, Parent and/or Vineyard Bank and (ii) Rancho Bank shall record all merger-related expenses; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(bSection 7.01(b); and further provided further that in any event, no accrual or reserve made by Hxxxxx United or any of its Subsidiaries Rancho Bank pursuant to this Section 7.15 6.07 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United Rancho Bank or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of Hxxxxx United CCBI and its Subsidiaries Subsidiaries, as may be requested by Washington Mutual, shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, Washington Mutual; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(bSection 7.01(b); and further provided further that in any event, no accrual or reserve made by Hxxxxx United CCBI or any of its Subsidiaries pursuant to this Section 7.15 6.09 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United CCBI or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeClosing Date but after receipt of all regulatory approvals required to consummate the transactions contemplated hereby, each of Hxxxxx United PBB shall, and shall cause its Subsidiaries shallto, consistent with U.S. GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by FFI, modify or change its their loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, FFI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Sections 8.1(a) and 8.1(bSection 7.1(a); and further provided further that in any event, no accrual or reserve made by Hxxxxx United PBB or any of its Subsidiaries pursuant to this Section 7.15 6.9 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United PBB or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of Hxxxxx United SHBI, Severn shall, and shall cause its Subsidiaries shallto, consistent with U.S. GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their commercially reasonable best efforts to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, SHBI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(aSection 7.01(a) and 8.1(b(b); and further provided further that in any event, no accrual such modification or reserve change made by Hxxxxx United Severn or any of its Subsidiaries pursuant to this Section 7.15 6.08 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United Severn or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of Hxxxxx United F&M, DELTA shall, and shall cause its Subsidiaries shallto, consistent with U.S. GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, use their reasonable best efforts to make such accounting adjustments and to modify or change its loantheir Loan, OREO, accrual, reserve, taxTax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, F&M; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(bSection 7.01(b); and further provided further that in any event, no accrual such modification or reserve change made by Hxxxxx United DELTA or any of its Subsidiaries pursuant to this Section 7.15 6.08 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. 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 Hxxxxx United DELTA or its management with any such adjustments.

Certain Policies. Prior to the Effective Time, each of Hxxxxx United SFSB and its Subsidiaries Stanton Savings shall, consistent xxxxxxtent with U.S. GAAPgenerally accepted accounting principles, the rules and regulations of the SEC Securities and Exchange Commission and applicable banking laws and regulations, modify or change its loan, OREOreal estate owned, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, Laurel and the Bank; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(b)Section 5.02; and further provided further that in any event, no accrual or reserve made by Hxxxxx United SFSB or any of its Subsidiaries pursuant to Stanton Savings pursuxxx xx this Section 7.15 4.13 shall constitute or be deemed to be a Material Adverse Effect or breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such Material Adverse Effect or breach, violation or failure to satisfy shall have occurred; and provided, further, that any such changes shall not result in SFSB's filing of materially inconsistent documents or reports with the Securities and Exchange Commission or any other governmental authority. 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 Hxxxxx United the SFSB or its management with any such adjustments.