Common use of Certain Policies Clause in Contracts

Certain Policies. Prior to the Effective Date and after CFC has been advised in writing that all of Opus’ conditions to Closing have been satisfied or waived, each of CFC and its Subsidiaries, as may be requested by Opus, shall, consistent with 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 Opus; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Section 7.01(b); and further provided that in any event, no accrual or reserve made by CFC or any of its Subsidiaries pursuant to this Section 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 CFC or its management with any such adjustments.

Certain Policies. Prior to the Effective Date and after CFC FFSW has been ---------------- advised in writing that all of Opus’ Washington Federal's conditions to Closing have been satisfied or waived, each of CFC FFSW and its Subsidiaries, as may be requested by OpusWashington Federal, shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREOREO, 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 OpusWashington Federal; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Section 7.01(b); and further provided that in any event, no accrual or reserve made by CFC FFSW or any of its Subsidiaries pursuant to this Section 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 CFC FFSW or its management with any such adjustments.

Certain Policies. Prior to During the period beginning on the date of this Agreement and continuing until the Effective Date and after CFC has been advised Date, the Parties shall cooperate in writing that all monitoring the Loans of Opus’ conditions to Closing have been satisfied or waived, each of CFC OCBB and its SubsidiariesSubsidiaries and establishing adequate reserves therefor. To the extent HomeStreet shall reasonably request, as may be requested by Opus, OCBB shall, consistent with GAAP, the rules GAAP and regulations of the SEC and applicable banking laws and regulationsin compliance with Law, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan Loan classifications and levels of reserves) establish or adjust loan loss reserves so as to be applied on a basis that is consistent with that of OpusHomeStreet and its Subsidiaries; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions to the obligations of OCBB set forth in Section 7.01(b)Sections 7.1 and 7.2; and further provided that in any event, no accrual or reserve made by CFC OCBB or any of its Subsidiaries pursuant to this Section 6.08 6.10 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 CFC OCBB and its Subsidiaries or its management with any such adjustments.

Certain Policies. Prior to the Effective Closing Date but after receipt of all regulatory approvals required to consummate the transactions contemplated hereby, PBB shall, and after CFC has been advised in writing that all of Opus’ conditions to Closing have been satisfied or waived, each of CFC and shall cause its Subsidiaries, as may be requested by Opus, shallSubsidiaries to, consistent with 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 OpusFFI; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions condition set forth in Section 7.01(b7.1(a); and further provided that in any event, no accrual or reserve made by CFC PBB or any of its Subsidiaries pursuant to this Section 6.08 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 CFC PBB or its management with any such adjustments.

Certain Policies. Prior to the Effective Date and after CFC has been advised in writing that all of Opus’ conditions to Closing have been satisfied or waivedDate, each of CFC and its Subsidiaries, as may be requested by Opus, Bank shall, consistent with 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 OpusBuyer; 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 Section 7.01(b); this Agreement, and further provided that in any event, no accrual or reserve made by CFC or any of its Subsidiaries Bank pursuant to this Section 6.08 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 CFC Bank or its management with any such adjustments.

Certain Policies. Prior to the Effective Date and after CFC has been advised in writing that all of Opus’ conditions Date, to Closing have been satisfied or waivedthe extent requested by Acquiror, each of CFC MortgageIT and its Subsidiaries, as may be requested by Opus, Subsidiaries shall, consistent with GAAP, GAAP and the rules and regulations of the SEC and applicable banking laws and regulationsSEC, modify or change its loan, OREO, accrual, reserve, tax, litigation litigation, hedging 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 OpusAcquiror; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Section 7.01(bSections 7.01(a) and (b); and further provided that in any event, no accrual or reserve made by CFC MortgageIT or any of its Subsidiaries pursuant to this Section 6.08 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 CFC MortgageIT or its management with any such adjustments. MortgageIT shall cooperate and shall take all action reasonably requested by Acquiror in connection with the accounting treatment of those debt and REMIC mortgage-backed securitization transactions identified by Acquiror, which shall not be effective earlier than the Closing Date.

Certain Policies. Prior Immediately prior to the Effective Date and after CFC has been advised in writing that all of Opus’ conditions to Closing have been satisfied or waivedDate, each of CFC and its Subsidiaries, as may be requested by Opus, AHB shall, consistent with 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 (practices, including loan classifications and levels of reserves) , so as to be applied on a basis that is consistent with that of OpusParent; provided, however, that no such modifications or changes need be made (i) prior to the satisfaction of the conditions set forth in Section 7.01(b)7.1(b) and (ii) unless AHB shall have a reasonably detailed written request from Parent describing the changes to be implemented and the reasons for such changes, which written request must be received no later than twenty (20) business days prior to the Effective Date; and further provided that in any event, no accrual or reserve made by CFC or any of its Subsidiaries AHB pursuant to this Section 6.08 6.8 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 a concurrence of CFC AHB or its management with any such adjustments.