Common use of Establishment of Accruals Clause in Contracts

Establishment of Accruals. If requested by Heartland, on the Business Day immediately prior to the Closing Date, AIM will cause AimBank, consistent with GAAP, to establish such additional accruals and reserves as Heartland indicates are necessary to conform its accounting and credit loss reserve practices and methods to those of Heartland (as such practices and methods are to be applied to AimBank from and after the Effective Time) and reflect Heartland’s plans with respect to the conduct of the business of AimBank following the Merger and to provide for the costs and expenses relating to the consummation by AIM of the transactions contemplated by this Agreement; provided, however, that any such accruals and reserves will not affect the determination of Adjusted Tangible Common Equity. No such accruals or reserves will of itself 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 or be an acknowledgment by AIM (a) of any adverse circumstances for purposes of determining whether the conditions to Heartland’s obligations under this Agreement have been satisfied; or (b) that such adjustment has any bearing on the Merger Consideration or Option Consideration. In no event will any accrual, reserve or other adjustment required or permitted by this Section 6.3 require any prior filing with any Governmental Entity or violate any Law or Governmental Order applicable to AimBank.

Establishment of Accruals. If requested by Heartland, on the Business Day immediately prior to the Closing Date, AIM will cause AimBankCitywide Banks will, consistent with GAAP, to establish such additional accruals and reserves as Heartland indicates are necessary to conform its Citywide Banks’s accounting and credit loss reserve practices and methods to those of Heartland (as such practices and methods are to be applied to AimBank Citywide Banks from and after the Effective Time) and reflect Heartland’s plans with respect to the conduct of the business of AimBank Citywide Banks following the Merger and to provide for the costs and expenses relating to the consummation by AIM Citywide Banks of the transactions contemplated by this Agreement; provided, however, that any such accruals and reserves will not affect the determination of Adjusted Tangible Common Equity. No such accruals or reserves will of itself 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 or be an acknowledgment by AIM Citywide (a) of any adverse circumstances for purposes of determining whether the conditions to Heartland’s obligations under this Agreement have been satisfied; satisfied or (b) that such adjustment has any bearing on the Aggregate Merger Consideration or Option Consideration. In no event will any accrual, reserve or other adjustment required or permitted by this Section 6.3 6.4 require any prior filing with any Governmental Entity or violate any Law Law, rule or Governmental Order order applicable to AimBankCitywide or Citywide Banks.

Establishment of Accruals. If requested by Heartland, on the Business Day immediately prior to the Closing Date, AIM will cause AimBankCentennial shall, consistent with GAAP, to establish such additional accruals and reserves as Heartland indicates are necessary to conform its Centennial’s accounting and credit loss reserve practices and methods to those of Heartland (as such practices and methods are to be applied to AimBank Centennial from and after the Effective Time) and reflect Heartland’s plans with respect to the conduct of the Centennial’s business of AimBank following the Merger and to provide for the costs and expenses relating to the consummation by AIM Centennial of the transactions contemplated by this Agreement; provided, however, that any such accruals and reserves will shall not affect the determination of Adjusted Tangible Common Equity. No such accruals or reserves will shall of itself 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 or be an acknowledgment by AIM CIC or Centennial (a) of any adverse circumstances for purposes of determining whether the conditions to Heartland’s obligations under this Agreement have been satisfied; or (b) that such adjustment has any bearing on the Aggregate Merger Consideration or Option Consideration. In no event will shall any accrual, reserve or other adjustment required or permitted by this Section 6.3 6.6 require any prior filing with any Governmental Entity or violate any Law Law, rule or Governmental Order order applicable to AimBankCIC or Centennial.

Establishment of Accruals. If requested by Heartland, on the Business Day immediately prior to the Closing Date, AIM FBLB will cause AimBankFB&T and any FBLB Subsidiary, consistent with GAAP, to establish such additional accruals and reserves as Heartland indicates are necessary to conform its their accounting and credit loss reserve practices and methods to those of Heartland (as such practices and methods are to be applied to AimBank FB&T and the FB&T Subsidiaries from and after the Effective Time) and reflect Heartland’s plans with respect to the conduct of the business businesses of AimBank FB&T and the FB&T Subsidiaries following the Merger and to provide for the costs and expenses relating to the consummation by AIM FBLB of the transactions contemplated by this Agreement; provided, however, that any such accruals and reserves will not affect the determination of Adjusted Tangible Common Equity. No such accruals or reserves will of itself 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 or be an acknowledgment by AIM FBLB (a) of any adverse circumstances for purposes of determining whether the conditions to Heartland’s obligations under this Agreement have been satisfied; or (b) that such adjustment has any bearing on the Aggregate Merger Consideration or Option Consideration. In no event will any accrual, reserve or other adjustment required or permitted by this Section 6.3 require any prior filing with any Governmental Entity or violate any Law Law, rule or Governmental Order order applicable to AimBankFB&T and the FB&T Subsidiaries.