Common use of Accounting and Other Adjustments Clause in Contracts

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. HeritageBanc Waterloo agrees that it shall, and shall cause each HeritageBanc Waterloo 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 SecondMidland States, on a consolidated basis after the Effective Time, in any case as Old Second Midland States shall reasonably request, provided, however, that neither HeritageBanc Waterloo nor any HeritageBanc Waterloo Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as Old Second Midland States 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 HeritageBancWaterloo, and that, to the Knowledge of Old SecondMidland States, there are no facts or circumstances which would prevent Old Second Midland States from consummating the Contemplated Transactions.

Accounting and Other Adjustments. HeritageBanc Subject to all applicable legal requirements, Powhatan Point agrees that it shall, and shall cause each HeritageBanc Subsidiary, its Subsidiaries 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 lossesALLL; (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 SecondPowhatan Point, on a consolidated basis after at the Effective Time, in any case as Old Second United Bancorp shall reasonably and in good faith request, ; provided, however, that neither HeritageBanc nor any HeritageBanc Subsidiary 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 Old Second United Bancorp shall confirm in writing that it has satisfied all of the conditions listed in ARTICLE 10 precedent and obligations under Article VII 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 HeritageBanc, satisfied and that, to the Knowledge of Old Second, that there are no facts or circumstances which would prevent Old Second United Bancorp from consummating the Contemplated TransactionsMerger; 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. HeritageBanc MidWestOne agrees that it shall, and shall cause each HeritageBanc MidWestOne 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 SecondISBF, on a consolidated basis after the Effective Time, in any case as Old Second ISBF shall reasonably request, provided, however, that neither HeritageBanc MidWestOne nor any HeritageBanc MidWestOne Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as Old Second ISBF shall confirm in writing that it has satisfied all of the conditions listed in ARTICLE 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 HeritageBancMidWestOne, and that, to the Knowledge of Old SecondISBF, there are no facts or circumstances which would prevent Old Second ISBF from consummating the Contemplated Transactionstransactions contemplated hereby.