Conforming Entries. (a) Seller recognizes that Buyer may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable laws, from and after the date of this Agreement to the Effective Time, Seller and Buyer shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of Buyer, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.15(c) below.
Conforming Entries. (a) Notwithstanding that Seller believes that Seller and Seller Subsidiaries have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Seller recognizes that Buyers may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). From and after the date of this Agreement, Seller and Buyers shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsidiaries to those policies of Buyers, as specified in each case in writing to Seller, based upon such consultation and as hereinafter provided.
Conforming Entries. (a) From and after the date of this Agreement, Firstar and Star shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Firstar and the Firstar Subsidiaries and such policies of Star and the Star Subsidiaries to each other.
Conforming Entries. (a) Subject to applicable laws, Seller shall (i) establish and take such reserves and accruals at such time as Buyer shall reasonably request to conform Peoples Federal's loan, accrual and reserve policies to First National's policies, and (ii) establish and take such accruals, reserves and charges in order to implement such policies and to recognize for financial accounting purposes such expenses of the Cash-Out Merger and restructuring charges related to or to be incurred in connection with the Merger, in each case at such times as are reasonably requested by Buyer, but in no event prior to two business days before the Closing Date; provided, however, that on the date such reserves, accruals and charges are to be taken, Buyer shall certify to Seller that all conditions to Buyer's obligation to consummate the Merger set forth in Sections 6.1 and 6.3 hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing or otherwise to be dated at the Effective Time, the delivery of which shall continue to be conditions to Buyer's obligation to consummate the Merger) have been satisfied or waived; and provided, further, that Seller shall not be required to take any such action that is not consistent with GAAP and regulatory accounting principles.
Conforming Entries. (a) The Parties recognize that Buyer and Seller Bank may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). Subject to applicable laws, from and after the date of this Agreement to the Effective Time, the Parties shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller Bank to those policies of Buyer, as specified in each case in writing to Seller, based upon such consultation and subject to the conditions in Section 5.13(c) below.
Conforming Entries. (a) Notwithstanding that Seller believes that Seller and the Seller Subsidiaries have established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Seller recognizes that Buyer may have adopted dif- ferent loan, accrual and reserve policies (including loan clas- sifications and levels of reserves for possible loan losses). Subject to applicable laws, regulations and the requirements of Regulatory Authorities, from and after the date of this Agree- ment to the Effective Time, Seller and Buyer shall consult and cooperate with each other with respect to conforming the loan, accrual and reserve policies of Seller and the Seller Subsid- iaries to those policies of Buyer, as specified in each case in writing to Seller, based upon such consultation and as herein- after provided.
Conforming Entries. 43 ------------------ 5.16. Environmental Reports....................................... 45 --------------------- 5.17. Seller Bank Securities...................................... 45 ---------------------- 5.18. Agreement with FDIC......................................... 45 ------------------- 5.19. Directors of Buyer.......................................... 45 ------------------ 5.20. Indemnification of Buyer.................................... 45 ------------------------ 5.21. Selling Stockholder and General Partner Approval............ 46 ------------------------------------------------ 5.22. Distribution................................................ 46 ------------ 5.23. EAP and LTIP Distributions.................................. 46 --------------------------
Conforming Entries. (a) MFB recognizes that MutualFirst and its Subsidiaries may have adopted different loan and accounting policies and practices (including loan classifications and levels of loan loss allowances). Subject to applicable law, from and after the date hereof MFB shall consult and reasonably cooperate with MutualFirst with respect to conforming the loan and accounting policies and practices of MFB and its Subsidiaries to those policies and practices of MutualFirst and its Subsidiaries for financial accounting and/or income Tax reporting purposes, as reasonably specified in each case in writing from MutualFirst to MFB, based upon such consultation and subject to the conditions in Section 7.9(c); provided that MFB and its Subsidiaries shall not be required to take any such action that is not permitted under GAAP or the Code or regulatory guidance, whichever is applicable.
Conforming Entries. (a) Subject to applicable laws and regulations, Seller and Buyer shall consult and cooperate with each other with respect to determining, as specified in a written notice from Buyer to Seller, based upon such consultation and subject to the conditions in Section 5.15(b) below, the amount and the timing for recognizing for financial accounting purposes Seller's expenses of the Merger and the restructuring charges relating to or to be incurred in connection with the Merger.
Conforming Entries. 33 5.14 Integration of Policies...................................................................34 5.15 Disclosure Supplements....................................................................34
