Accounting and Other Adjustments. Company agrees that it shall, and shall cause each Company Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of Acquiror, on a consolidated basis after the Effective Time, in any case as Acquiror shall reasonably request; provided, however, that neither Company nor any Company Subsidiary shall be obligated to take any such requested action (i) if such requested action is inconsistent with GAAP, as modified by applicable regulatory accounting principles, or (ii) until immediately prior to the Closing and at such time as Acquiror shall confirm in writing that it has satisfied all of the conditions listed in Article 10 (except for the completion of actions to be taken at the Closing), unless the satisfaction of any such conditions shall have been waived by Company, and that, to the Knowledge of Acquiror, there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated hereby.
Accounting and Other Adjustments. HeritageBanc agrees that it shall, and shall cause each HeritageBanc Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of Old Second, on a consolidated basis after the Effective Time, in any case as Old Second shall reasonably request, provided, however, that neither HeritageBanc nor any HeritageBanc Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as Old Second shall confirm in writing that it has satisfied all of the conditions listed in ARTICLE 10 (except for the completion of actions to be taken at the Closing), unless the satisfaction of any such conditions shall have been waived by HeritageBanc, and that, to the Knowledge of Old Second, there are no facts or circumstances which would prevent Old Second from consummating the Contemplated Transactions.
Accounting and Other Adjustments. Subject to applicable Legal Requirements, Bank agrees that it shall, and shall cause each Bank Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of FBC, on a consolidated basis after the Effective Time, in any case as FBC shall reasonably request, provided, however, that neither Bank nor any Bank Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as Bank shall have received written assurances that all conditions precedent to Bank's obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied.
Accounting and Other Adjustments. Subject to applicable Legal Requirements, the Bank agrees that it shall: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of Landmark, on a consolidated basis after the Agreement Date, in any case as Landmark shall reasonably request; provided, however, that (i) the Bank shall not be obligated to take any such requested action until immediately prior to the Closing and at such time as the Bank shall have received reasonable assurances that all conditions precedent to the Bank’s and First Capital’s obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied, and (ii) any such items or any such requested actions will not adversely affect the Book Value of the Included Assets or the Merger Consideration.
Accounting and Other Adjustments. Subject to applicable Legal Requirements, Citizens agrees that it shall, and shall cause each Citizens Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of MSTI, on a consolidated basis after the Effective Time, in any case as MSTI shall reasonably request, provided, however, that neither Citizens nor any Citizens Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as Citizens shall have received reasonable assurances that all conditions precedent to Citizens' obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied.
Accounting and Other Adjustments. First Kansas agrees that -------------------------------- it shall, and shall cause Bank, to:
(a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments which would affect the financial reporting of Acquiror, on a consolidated basis after the Effective Time, in any case as Acquiror shall reasonably request, provided, however, that neither First Kansas nor Bank shall be obligated to take any such requested action until immediately prior to the Closing and at such time as First Kansas shall have received reasonable assurances that all conditions precedent to First Kansas's obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied and no such adjustment which First Kansas or Bank would not have been required to make but for the provisions of this Section shall have any effect on the satisfaction by First Kansas of the condition in Section 9.11.
Accounting and Other Adjustments. The Company agrees that it shall, upon Acquiror’s reasonable request: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any ALLL; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of Acquiror or Acquiror Bank after the Effective Time; provided, that all such accounting and other adjustments are in accordance with GAAP and all Legal Requirements and provided, further, that, unless otherwise specified in this Agreement, the Company shall not be obligated to take any such requested action until immediately prior to the Closing and following satisfaction all conditions contained in Article 10; and provided further, that none of the actions taken by the Company if taken solely in compliance with this Section 6.8 will be taken into account in calculating the Closing Shareholders’ Equity.
Accounting and Other Adjustments. The Company agrees that it shall, and shall cause the Bank to, upon receipt of a reasonable request from Acquiror: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of Acquiror on a consolidated basis after the Effective Time; provided, however, that neither the Company nor the Bank shall be obligated to take any such requested action until immediately prior to the Closing, and provided further, so long as the Company and the Bank are otherwise in compliance with all of their obligations under this Agreement related to the change requiring the expenditure of any Bank or Company funds, then no such changes shall be taken into account in computing the Adjusted Book Value.
Accounting and Other Adjustments. RMB agrees that it shall, and shall cause each RMB Subsidiary, to:
(a) make any accounting adjustments or entries to its books of account and other financial records;
(b) make additional provisions to any allowance for loan and lease losses;
(c) sell or transfer any investment securities held by it;
(d) charge-off any loan or lease;
(e) create any new reserve account or make additional provisions to any other existing reserve account;
(f) make changes in any accounting method;
(g) accelerate, defer or accrue any anticipated obligation, expense or income item; and
(h) make any other adjustments that would affect the financial reporting of Heartland, on a consolidated basis after the Effective Time, in any case as Heartland shall reasonably request, provided, however, that neither RMB nor any RMB Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as RMB shall have received reasonable assurances that all conditions precedent to RMB's obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied.
Accounting and Other Adjustments. Sellers agree that they will cause the Bank to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional contributions to any allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (e) create any new reserve account or make additional contributions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments which would affect the financial reporting of Buyer, on a consolidated basis after the Closing, in any case as Buyer shall request, provided, however, that Sellers shall not be obligated to take any such requested action until immediately prior to the Closing and at such time as Sellers shall have received reasonable assurances that all conditions precedent to Sellers' obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied, and provided, further, that any of the actions taken by the Bank solely as a result of the provisions of this Section shall be totally disregarded for purposes of the Purchase Price.
