Accounting and Other Adjustments. Prior to the Effective Time, BHB agrees that it shall, and shall cause each BHB 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 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 as Buyer shall reasonably request, provided, however, that neither BHB nor the Bank shall be obligated to take any such requested action until immediately prior to the Effective Time and at such time as BHB shall have received reasonable assurances that all conditions precedent to BHB's and Buyer's obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied and; provided, further, no such adjustment which BHB or the BHB Subsidiaries would not have been required to make but for the provisions of this Section shall be taken into account for purposes of determining the Closing Date Adjusted Net Income or satisfaction by BHB of the conditions set forth in Section 6.1(e) of this Agreement.
Accounting and Other Adjustments. Subject to applicable Legal Requirements, ICB agrees that it shall, and shall cause each ICB 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 Centrue Financial, on a consolidated basis after the Effective Time, in any case as Centrue Financial shall reasonably request, provided, however, that neither ICB nor any ICB Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as ICB shall have received reasonable assurances that all conditions precedent to ICB’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 all applicable legal requirements, Powhatan Point agrees that it shall, and shall cause its Subsidiaries to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to 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 Powhatan Point, on a consolidated basis at the Effective Time, in any case as United Bancorp shall reasonably and in good faith request; provided, however, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action until immediately prior to the Closing and at such time as United Bancorp shall confirm in writing that all conditions precedent and obligations under Article VII under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied and that there are no facts or circumstances which would prevent United Bancorp from consummating the Merger; provided, further, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action if the primary purpose of such action is to reduce the aggregate 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. 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 Acquiror, on a consolidated basis after the Agreement Date, in any case as Acquiror shall reasonably request, provided, however, that 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 obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied.
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:
Accounting and Other Adjustments. MTWF agrees that it shall, and shall cause each MTWF 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 FIBK, on a consolidated basis after the Effective Time, in any case as FIBK shall reasonably request; provided, however, that neither MTWF nor any MTWF Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as MTWF shall have received written confirmation from FIBK that all conditions precedent to the consummation of the Contemplated Transactions (except for the completion of actions to be taken at the Closing) have been satisfied or waived.
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.
