Common use of Certain Policies Clause in Contracts

Certain Policies. Prior to the Effective Time, each of H▇▇▇▇▇ 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 H▇▇▇▇▇ 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 H▇▇▇▇▇ United or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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, Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a7.01(a) and 8.1(b7.01(b); and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company or any of its Subsidiaries pursuant to this Section 7.15 6.15 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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, Parent; 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 H▇▇▇▇▇ United the Company 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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, Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of all of the conditions set forth in Sections 8.1(a) and 8.1(b)Article VIII; and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company or any of its Subsidiaries pursuant to this Section 7.15 7.09 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United Hawthorne 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, Parent; 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 H▇▇▇▇▇ United Hawthorne 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 H▇▇▇▇▇ United Hawthorne or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeClosing Date, each upon the request of H▇▇▇▇▇ United Plumas, Cornerstone 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 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, Plumas; 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 H▇▇▇▇▇ United Cornerstone 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 H▇▇▇▇▇ United Cornerstone or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of H▇▇▇▇▇ United TriCo, FNBB 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, TriCo; 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 H▇▇▇▇▇ United FNBB 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 H▇▇▇▇▇ United FNBB or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United First Mutual and its Subsidiaries shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, use its reasonable best efforts to modify or change its loanLoan, 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, Washington Federal; 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 H▇▇▇▇▇ United First Mutual 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 H▇▇▇▇▇ United First Mutual or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the written request of H▇▇▇▇▇ 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 H▇▇▇▇▇ 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 H▇▇▇▇▇ United TCFC or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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, Parent; 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(a7.01(a) and 8.1(b7.01(b); and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company or any of its Subsidiaries 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of H▇▇▇▇▇ United PPBI, HEOP 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, PPBI; 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 H▇▇▇▇▇ United HEOP 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 H▇▇▇▇▇ United HEOP or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeClosing Date, each of H▇▇▇▇▇ United SL Bank and its Subsidiaries SL Bancorp shall, consistent with U.S. GAAP, the rules and regulations of the SEC GAAP and applicable banking laws and regulations, to the extent requested by MC Bancorp, 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, Purchaser Parties; 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 6.01(a) and 8.1(b)6.02; and further provided further that in any event, no action, accrual or reserve made by H▇▇▇▇▇ United or any of its Subsidiaries a Seller Party pursuant to this Section 7.15 5.06 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 H▇▇▇▇▇ United Seller Parties or its their management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the ----------------- Company 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, Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a7.01(a) and 8.1(b7.01(b); and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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 loanloan reserve, 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; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a7.01(a) and 8.1(b7.01(b); and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company or any of its Subsidiaries pursuant to this Section 7.15 6.15 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 H▇▇▇▇▇ United or its management with any such adjustments.have

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company ---------------- 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 loanloan reserve, 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; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a7.01(a) and 8.1(b7.01(b); and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company or any of its Subsidiaries pursuant to this Section 7.15 6.15 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of H▇▇▇▇▇ United PPBI, SCB 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 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, PPBI; 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 H▇▇▇▇▇ United SCB 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 H▇▇▇▇▇ United SCB or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of H▇▇▇▇▇ United PPBI, Plaza 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, PPBI; 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 H▇▇▇▇▇ United Plaza 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 H▇▇▇▇▇ United Plaza or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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, Parent; 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 H▇▇▇▇▇ United the Company 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 41 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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, Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a7.01(a) and 8.1(b7.01(b); and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeClosing Date, each of H▇▇▇▇▇ United CFB 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 H▇▇▇▇▇ United CFB 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 H▇▇▇▇▇ United CFB or its management with any such adjustments.

Certain Policies. Prior Immediately prior to the Effective Time, each upon the request of H▇▇▇▇▇ United First Foundation, the Company 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 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, First Foundation; 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)Article VII; and further provided further that in any event, no accrual such modification or reserve change made by H▇▇▇▇▇ United the Company 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.. ​

Certain Policies. Prior to the Effective TimeDate, each of H▇▇▇▇▇ United the Company 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 BanknorthParent; PROVIDED, provided, howeverHOWEVER, that no such modifications or changes need be made prior to the satisfaction of all of the conditions set forth in Sections 8.1(a) and 8.1(b)Article VIII; and further provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United the Company or any of its Subsidiaries pursuant to this Section 7.15 7.09 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 H▇▇▇▇▇ United the Company or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeDate, each upon the request of H▇▇▇▇▇ United PPBI, IDPK 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 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, PPBI; 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 H▇▇▇▇▇ United IDPK 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 H▇▇▇▇▇ United IDPK or its management with any such adjustments.

Certain Policies. Prior to the Effective TimeClosing Date, each upon the request of H▇▇▇▇▇ United TriCo, Valley 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 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, TriCo; 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 H▇▇▇▇▇ United Valley 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 H▇▇▇▇▇ United Valley or its management with any such adjustments.