Common use of Correction of Errors and Omissions; Other Liabilities Clause in Contracts

Correction of Errors and Omissions; Other Liabilities. (a) In the event any bookkeeping omissions or errors are discovered in preparing any pro forma statement or in completing the transfers and assumptions contemplated hereby, the parties hereto agree to correct such errors and omissions, it being understood that, as far as practicable, all adjustments will be made consistent with the judgments, methods, policies or accounting principles utilized by the Failed Bank in preparing and maintaining Accounting Records, except that adjustments made pursuant to this Section 8.2(a) are not intended to bring the Accounting Records of the Failed Bank into accordance with generally accepted accounting principles. (i) If the Receiver provides written notice to Assuming Bank at any time subsequent to the date of this Agreement and prior to the date (the “Liability Submission Date”) that is the earlier of (A) the Settlement Date and (B) one hundred eighty (180) days after Bank Closing that any claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of such claim or the facts giving rise thereto been known as of Bank Closing, and the Receiver pays to the Assuming Bank an amount of cash equal to the amount of such claim, the Receiver may, in its discretion, require that such claim be assumed by the Assuming Bank in a manner consistent with the intent of this Agreement. The Receiver will make appropriate adjustments to the pro forma statement provided by the Receiver to the Assuming Bank pursuant to Section 8.1 as may be necessary to reflect the assumption and payment. (ii) If the Receiver provides written notice to Assuming Bank at any time after the Liability Submission Date but prior to the final termination of this agreement that the Receiver has identified an obligation of the Failed Bank that would have constituted an Assumed Deposit had it been known on the Settlement Date, and the Receiver pays to the Assuming Bank an amount of cash equal to (x) the amount of such Assumed Deposit plus (y) all accrued, unpaid interest thereon, the Receiver may, in its discretion, require that such Assumed Deposit (including accrued, unpaid interest) be assumed by the Assuming Bank in a manner consistent with the intent of this Agreement effective on the date such cash payment from the Receiver is received by Assuming Bank. (iii) The Receiver will make appropriate adjustments to the pro forma statement provided by the Receiver to the Assuming Bank pursuant to Section 8.1 as may be necessary to reflect the assumptions and payments described in this Section 8.2(b).

Correction of Errors and Omissions; Other Liabilities. (a) In the event any bookkeeping omissions or errors are discovered in preparing any pro forma Pro Forma statement or in completing the transfers and assumptions contemplated hereby, the parties hereto agree to correct such errors and omissions, it being understood that, as far as practicable, all adjustments will be made consistent with the judgments, methods, policies or accounting principles utilized by the Failed Bank in preparing and maintaining Accounting Records, except that adjustments made pursuant to this Section 8.2(a) are not intended to bring the Accounting Records of the Failed Bank into accordance with generally accepted accounting principles. (i) If the Receiver provides written notice to Assuming Bank at any time subsequent to the date of this Agreement and prior to the date (the “Liability Submission Date”) that is the earlier of (Ai) the Settlement Date and (Bii) one hundred eighty (180) days after Bank Closing that any claim exists against the Failed Bank which is of such a nature that it would have been included in the liabilities assumed under Article II had the existence of such claim or the facts giving rise thereto been known as of Bank Closing, and the Receiver pays to the Assuming Bank an amount of cash equal to the amount of such claim, the Receiver may, in its discretion, require that such claim be assumed by the Assuming Bank in a manner consistent with the intent of this Agreement. The Receiver will make appropriate adjustments to the pro forma Pro Forma statement provided by the Receiver to the Assuming Bank pursuant to Section 8.1 as may be necessary to reflect the assumption and payment. (ii) If the Receiver provides written notice to Assuming Bank at any time after the Liability Submission Date but prior to the final termination of this agreement Agreement that the Receiver has identified an obligation of the Failed Bank that would have constituted an Assumed Deposit had it been known on the Settlement Date, and the Receiver pays to the Assuming Bank an amount of cash equal to (x) the amount of such Assumed Deposit plus (y) all accrued, unpaid interest thereon, the Receiver may, in its discretion, require that such Assumed Deposit (including accrued, unpaid interest) be assumed by the Assuming Bank in a manner consistent with the intent of this Agreement effective on the date such cash payment from the Receiver is received by Assuming Bank. (iii) The Receiver will make appropriate adjustments to the pro forma Pro Forma statement provided by the Receiver to the Assuming Bank pursuant to Section 8.1 as may be necessary to reflect the assumptions and payments described in this Section 8.2(b).