Common use of Accounting and Other Adjustments Clause in Contracts

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. Prior Subject to the Effective Timeapplicable Legal Requirements, BHB Lotus agrees that it shall, and shall cause each BHB Subsidiary the 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 that would affect the financial reporting of Acquiror, on a consolidated basis after the Effective Time, in any case as Buyer Acquiror shall reasonably and in good faith request, ; provided, however, that neither BHB Lotus nor the Bank shall be obligated to take any such requested action until immediately prior to the Effective Time Closing and at such time as BHB Acquiror shall have received reasonable assurances confirm in writing that all conditions precedent to BHB's and Buyer's Lotus’s obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied andand that there are no facts or circumstances which would prevent Acquiror from consummating the Contemplated Transactions; provided, provided further, no such adjustment which BHB or that neither Lotus nor the BHB Subsidiaries would not have been required to make but for the provisions of this Section Bank shall be taken into account for purposes obligated to take any such requested action if the primary purpose of determining such action is to reduce the Closing Date Adjusted Net Income or satisfaction by BHB of Aggregate Merger Consideration pursuant to the conditions set forth adjustments in Section 6.1(e) of this Agreement3.3.

Accounting and Other Adjustments. Prior to the Effective Time, BHB Company agrees that it shall, and shall cause each BHB Subsidiary 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 Buyer Acquiror shall reasonably request, ; provided, however, that neither BHB Company nor the Bank 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 Effective Time Closing and at such time as BHB Acquiror shall have received reasonable assurances confirm in writing that it has satisfied all of the conditions precedent to BHB's and Buyer's obligations under this Agreement 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 satisfied and; providedwaived by Company, furtherand that, to the Knowledge of Acquiror, there are no such adjustment facts or circumstances which BHB or would prevent Acquiror from consummating 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 Agreementtransactions contemplated hereby.

Accounting and Other Adjustments. Prior Subject to the Effective Timeapplicable Legal Requirements, BHB Seller 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 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 Buyer Acquiror shall reasonably and in good faith request, ; provided, however, that neither BHB nor the Bank Seller shall not be obligated to take any such requested action until immediately prior to the Effective Time Closing and at such time as BHB Acquiror shall have received reasonable assurances confirm in writing that all conditions precedent to BHB's and Buyer's Seller’s obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied andand that there are no facts or circumstances which would prevent Acquiror from consummating the Contemplated Transactions; provided, provided further, no that Seller shall not be obligated to take any such adjustment which BHB or requested action if the BHB Subsidiaries would not have been required primary purpose of such action is to make but for reduce the provisions of this Section shall be taken into account for purposes of determining Aggregate Merger Consideration pursuant to the Closing Date Adjusted Net Income or satisfaction by BHB of the conditions set forth adjustments in Section 6.1(e) of this Agreement3.3; and, provided further, that Seller shall not be obligated to take any such requested action if it would cause, or reasonably be expected to cause, a Material Adverse Effect.

Accounting and Other Adjustments. Prior to the Effective Time, BHB Piedmont agrees that it shall, and shall cause each BHB Subsidiary the 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 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 Private shall reasonably request, provided, however, that neither BHB Piedmont 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 Piedmont shall have received reasonable assurances that all conditions precedent to BHB's Piedmont’s and Buyer's Private’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 Piedmont or the BHB Subsidiaries Bank 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 Piedmont of the conditions set forth in Section 6.1(e6.1(g) of this Agreement.

Accounting and Other Adjustments. Prior to the Effective Time, BHB CGB&L agrees that it shall, and -------------------------------- shall cause each BHB Subsidiary the 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 Buyer Acquiror shall reasonably request, provided, however, that neither BHB CGB&L nor the Bank shall be obligated to take any such requested action until immediately prior to the Effective Time Closing and at such time as BHB CGB&L shall have received reasonable assurances that all conditions precedent to BHB's and BuyerCGB&L's obligations under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied and; provided, further, and no such adjustment which BHB CGB&L or the BHB Subsidiaries Bank would not have been required to make but for the provisions of this Section shall be taken into account for purposes of determining have any effect on the Closing Date Adjusted Net Income or satisfaction by BHB calculation of the conditions set forth in Section 6.1(e) of this AgreementExchange Rate.