Common use of Conforming Accounting Adjustments Clause in Contracts

Conforming Accounting Adjustments. Xxxxxxx and each of its Subsidiaries shall, if requested by EQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK may reasonably request in order to conform the accounting records of Xxxxxxx and each of its Subsidiaries to the accounting policies and practices of EQBK; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation applicable to Xxxxxxx or any of its Subsidiaries, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by Xxxxxxx (i) of any adverse circumstances for purposes of determining whether the conditions to EQBK’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBK’s obligations under this Agreement set forth in Section 8.07 or (c) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. Xxxxxxx Community and each of its Subsidiaries shall, if requested by EQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK may reasonably request in order to conform the accounting records of Xxxxxxx Community and each of its Subsidiaries to the accounting policies and practices of EQBK; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation applicable to Xxxxxxx Community or any of its Subsidiaries, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by Xxxxxxx Community (i) of any adverse circumstances for purposes of determining whether the conditions to EQBK’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBK’s obligations under this Agreement set forth in Section 8.07 or (ciii) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. Xxxxxxx Prairie and each of its Subsidiaries shall, if reasonably requested by EQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK may reasonably request in order to conform the accounting records of Xxxxxxx Prairie and each of its Subsidiaries to the accounting policies and practices of EQBK; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation Law applicable to Xxxxxxx Prairie or any of its Subsidiaries, (d) adversely affect in any manner the calculation of Adjusted EquityMerger Consideration, or (ef) be an acknowledgment by Xxxxxxx Prairie (i) of any adverse circumstances for purposes of determining whether the conditions to EQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBK’s obligations under this Agreement set forth in Section 8.07 or (c) that such adjustment has any bearing on the Merger Consideration8.08.

Conforming Accounting Adjustments. Xxxxxxx Cache and each of its Subsidiaries shall, if requested by EQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK may reasonably request in order to conform the accounting records of Xxxxxxx Cache and each of its Subsidiaries to the accounting policies and practices of EQBK; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation applicable to Xxxxxxx Cache or any of its Subsidiaries, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by Xxxxxxx Cache (i) of any adverse circumstances for purposes of determining whether the conditions to EQBK’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBK’s obligations under this Agreement set forth in Section 8.07 8.08 or (c) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. Xxxxxxx FBC and each of its Subsidiaries the Bank shall, if requested by EQBKFFIN, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK FFIN may reasonably request in order to conform the accounting records of Xxxxxxx FBC and each of its Subsidiaries the Bank to the accounting policies and practices of EQBKFFIN; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Lawlaw, rule or regulation applicable to Xxxxxxx FBC or any of its Subsidiariesthe Bank, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by Xxxxxxx FBC or the Bank (i) of any adverse circumstances for purposes of determining whether the conditions to EQBKFFIN’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBKFFIN’s obligations under this Agreement set forth in Section 8.07 8.09 or (c) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. Xxxxxxx and each of its Subsidiaries The Bank shall, if reasonably requested by EQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK may reasonably request in order to conform the accounting records of Xxxxxxx and each of its Subsidiaries the Bank to the accounting policies and practices of EQBK; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation Law applicable to Xxxxxxx Docking or any of its Subsidiariesthe Bank, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by Xxxxxxx Docking or the Bank (i) of any adverse circumstances for purposes of determining whether the conditions to EQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBK’s obligations under this Agreement set forth in Section 8.07 8.09, or (ce) that such adjustment has any bearing on affect the calculation of the Special Dividend, Adjusted Equity, or the Per Share Merger Consideration.

Conforming Accounting Adjustments. Xxxxxxx CBI and each of its Subsidiaries shall, if requested by EQBKFFIN, consistent with GAAP, immediately prior to Closing, make such accounting entries as EQBK FFIN may reasonably request in order to conform the accounting records of Xxxxxxx CBI and each of its Subsidiaries to the accounting policies and practices of EQBKFFIN; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation applicable to Xxxxxxx CBI or any of its Subsidiaries, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by Xxxxxxx CBI or any of its Subsidiaries (i) of any adverse circumstances for purposes of determining whether the conditions to EQBKFFIN’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to EQBKFFIN’s obligations under this Agreement set forth in Section 8.07 or (ciii) that such adjustment has any bearing on the Merger Consideration.