Common use of Accounting and Other Adjustments Clause in Contracts

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. Company Subject to applicable Legal Requirements, Lotus agrees that it shall, and shall cause each Company 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 Acquiror shall reasonably and in good faith request; provided, however, that neither Company Lotus nor any Company Subsidiary the Bank 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 precedent to Lotus’s obligations under this Agreement (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, satisfied and that, to the Knowledge of Acquiror, that there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated herebyContemplated Transactions; provided further, that neither Lotus nor the Bank shall be obligated to take any such requested action if the primary purpose of such action is to reduce the Aggregate Merger Consideration pursuant to the adjustments in Section 3.3.

Accounting and Other Adjustments. Company Subject to applicable Legal Requirements, the Bank 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 AcquirorLandmark, on a consolidated basis after the Effective TimeAgreement Date, in any case as Acquiror Landmark shall reasonably request; provided, however, that neither Company nor any Company Subsidiary the Bank shall not 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 the Bank shall confirm in writing have received reasonable assurances that it has satisfied all of conditions precedent to the conditions listed in Article 10 Bank’s and Wellsville’s obligations under this Agreement (except for the completion of actions to be taken at the Closing), unless the satisfaction of any such conditions shall ) have been waived by Companysatisfied and that such action will not result in a reduction of the Merger Consideration as described in Section 8.9(b) hereof, and that, to notwithstanding the Knowledge of Acquiror, there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated herebyfact that Section 8.9(b) may otherwise require such a reduction.

Accounting and Other Adjustments. Company Subject to applicable Legal Requirements, Seller 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 and in good faith request; provided, however, that neither Company nor any Company Subsidiary Seller shall not 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 precedent to Seller’s obligations under this Agreement (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, satisfied and that, to the Knowledge of Acquiror, that there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated herebyContemplated Transactions; provided further, that Seller shall not be obligated to take any such requested action if the primary purpose of such action is to reduce the Aggregate Merger Consideration pursuant to the adjustments in Section 3.3; 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. Company CGB&L agrees that it shall, and -------------------------------- shall cause each Company Subsidiarythe 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 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 Company CGB&L nor any Company Subsidiary the Bank 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 CGB&L shall confirm in writing have received reasonable assurances that it has satisfied all of the conditions listed in Article 10 precedent to CGB&L's obligations under this Agreement (except for the completion of actions to be taken at the Closing), unless ) have been satisfied and no such adjustment which CGB&L or the satisfaction Bank would not have been required to make but for the provisions of any such conditions this Section shall have been waived by Company, and that, to any effect on the Knowledge calculation of Acquiror, there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated herebyExchange Rate.

Accounting and Other Adjustments. Company Prior to the Effective Time, BHB agrees that it shall, and shall cause each Company Subsidiary, 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 Acquiror Buyer shall reasonably request; , provided, however, that neither Company BHB nor any Company Subsidiary the Bank 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 Effective Time and at such time as Acquiror BHB shall confirm in writing have received reasonable assurances that it has satisfied all of the conditions listed in Article 10 precedent to BHB's and Buyer's obligations under this Agreement (except for the completion of actions to be taken at the Closing), unless the satisfaction of any such conditions shall ) have been waived 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 Company, and that, to BHB of the Knowledge conditions set forth in Section 6.1(e) of Acquiror, there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated herebythis Agreement.

Accounting and Other Adjustments. Company Prior to the Effective Time, Piedmont agrees that it shall, and shall cause each Company 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 Acquiror Private shall reasonably request; , provided, however, that neither Company Piedmont nor any Company Subsidiary the Bank 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 Effective Time and at such time as Acquiror Piedmont shall confirm in writing have received reasonable assurances that it has satisfied all of the conditions listed in Article 10 precedent to Piedmont’s and Private’s obligations under this Agreement (except for the completion of actions to be taken at the Closing), unless the satisfaction of any such conditions shall ) have been waived satisfied and; provided, further, no such adjustment which Piedmont or the Bank would not have been required to make but for the provisions of this Section shall be taken into account for purposes of determining satisfaction by Company, and that, to Piedmont of the Knowledge conditions set forth in Section 6.1(g) of Acquiror, there are no facts or circumstances which would prevent Acquiror from consummating the transactions contemplated herebythis Agreement.