Certain Modifications. At or before the Effective Time, upon the request of Parent or pursuant to the terms of the Management Consulting Agreement, Seasons shall, consistent with GAAP, modify and change its employee benefits, loan, litigation and real estate valuation policies and practices so as to be applied consistently on a mutually satisfactory basis with those of Parent; provided, however, that Seasons shall not be required to take such action (x) more than five Business Days prior to the Effective Time, and (y) unless Parent agrees in writing that all conditions to Closing set forth in Article VII have been satisfied or waived (other than those conditions relating to delivery of documents on the Closing Date; and provided further that no party’s representations, warranties and covenants contained in this Agreement shall be deemed to be untrue or breached in any respect for any purpose as a consequence of any such actions which may be undertaken on account of this Section 6.9.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Seasons Bancshares Inc), Agreement and Plan of Merger (Cadence Financial Corp)