Common use of Material Adverse Changes; Reports; Financial Statements; Filings Clause in Contracts

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank will promptly notify Acquiror (i) of any event of which Target or Target Bank obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target or Target Bank; (ii) in the event Target or Target Bank determine that it is possible that the conditions to the performance of Acquiror set forth in Sections 8.1 and 8.2 may not be satisfied; or (iii) any event, development or circumstance that, to the best knowledge of Target or Target Bank, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank of the services of any Executive Officer of Target or Target Bank. (b) Target and Target Bank will furnish to Acquiror, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target Bank, (i) a copy of any report submitted to the board of directors of either Target or Target Bank and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDED, HOWEVER, that Target and Target Bank need not furnish Acquiror any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank under this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow for Target and Target Bank; (iii) monthly unaudited consolidated balance sheets and, statements of operations for Target and Target Bank; (iv) as soon as available, all letters and communications sent by Target to its shareholders and all reports filed by Target or Target Bank with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror may reasonably request relating to Target or Target Bank. (c) Each of the financial statements delivered pursuant to subsection (b) shall be prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Target, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target Acquiror and Target Bank will promptly notify Acquiror Target (i) of any event of which Target Acquiror or Target Bank obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target Acquiror or Target Bank; or (ii) in the event Target Acquiror or Target Bank determine that it is possible that the conditions to the performance of Acquiror Target set forth in Sections 8.1 and 8.2 8.3 may not be satisfied; or (iii) any event, development or circumstance that, to the best knowledge of Target or Target Bank, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank of the services of any Executive Officer of Target or Target Bank. (b) Target Acquiror and Target Bank will furnish to AcquirorTarget, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target Acquiror or Target Bank, (i) a copy of any report submitted to the board of directors of either Target Acquiror or Target Bank and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDED, HOWEVER, that Target Acquiror and Target Bank need not furnish Acquiror Target any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target Acquiror and Target Bank under under, this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow for Target Acquiror and Target Bank; (iii) monthly unaudited consolidated balance sheets and, and statements of operations for Target Acquiror and Target Bank; (iv) as soon as available, all letters and communications sent by Target Acquiror to its shareholders and all reports filed by Target Acquiror or Target Bank with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror Target may reasonably request relating to Target Acquiror or Target Bank. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetAcquiror, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target Acquiror and Target Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank Acquiror will promptly notify Acquiror Bancorp and Bank (i) of any event of which Target or Target Bank Acquiror obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target or Target BankAcquiror; (ii) in the event Target or Target Bank determine Acquiror determines that it is possible that the conditions to the performance of Acquiror Bancorp and Bank set forth in Sections 8.1 and 8.2 may not be satisfied; (iii) of the opening or closing of any branch or other office of Acquiror at which business is conducted; or (iiiiv) any event, development or circumstance that, to the best knowledge of Target or Target BankAcquiror, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank Acquiror of the services of any Executive Officer of Target or Target BankAcquiror. (b) Target and Target Bank Acquiror will furnish to Acquiror, Bancorp and Bank as provided in Section 11.12 11.13 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target BankAcquiror, (i) a copy of any report submitted to the board of directors of either Target or Target Bank Acquiror and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto thereto, PROVIDED, HOWEVER, that Target and Target Bank Acquiror need not furnish Acquiror Bancorp or Bank any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank under Acquiror under, this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow for Target and Target BankAcquiror; (iii) monthly unaudited consolidated balance sheets and, statements of operations for Target and Target BankAcquiror; (iv) as soon as available, all letters and communications sent by Target Acquiror to its shareholders and all reports filed by Target or Target Bank Acquiror with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror Bancorp and Bank may reasonably request relating to Target or Target BankAcquiror. (c) Each of the financial statements delivered pursuant to subsection subsections (b) ), shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetAcquiror, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank Acquiror for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank will promptly notify Acquiror (i) of any event of which Target or Target Bank obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target or Target BankTarget; (ii) in the event Target or Target Bank determine that it is possible that the conditions to the performance of Acquiror set forth in Sections 8.1 and 8.2 may not be satisfied; (iii) of the opening or closing of any branch or other office of Target at which business is conducted; or (iiiiv) any event, development or circumstance that, to the best knowledge of Target or Target BankTarget, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank of the services of any Executive Officer of Target or Target BankTarget. (b) Target and Target Bank will furnish to Acquiror, Acquiror as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target BankTarget, (i) a copy of any report submitted to the board of directors of either Target or Target Bank and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto thereto, PROVIDED, HOWEVER, that Target and Target Bank need not furnish Acquiror any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank under under, this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow for Target and Target BankTarget; (iii) monthly unaudited consolidated balance sheets and, statements of operations for Target and Target BankTarget; (iv) as soon as available, all letters and communications sent by Target to its shareholders and all reports filed by Target or Target Bank with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror may reasonably request relating to Target or Target BankTarget. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of Target, Target except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank Seller will promptly notify Acquiror Company (i) of any event of which Target or Target Bank Seller obtains knowledge which may materially and adversely affect the business, financial condition, prospects or results of operations of either Target or Target BankSeller; (ii) in the event Target or Target Bank determine Seller determines that it is possible that the conditions to the performance of Acquiror Company set forth in Sections 8.1 and 8.2 may not be satisfied; or (iii) any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Target or Target BankSeller, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank Seller of the services of any Executive Officer of Target Seller (no knowledge will be imputed to Seller for purposes of this subsection (a)(iii) of any such event, development or Target Bankcircumstance if it is known only by the Executive Officer whose services will be lost). (b) Target and Target Bank Seller will furnish to AcquirorCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and but in any no event within 5 Business Days later than 20 days after it is prepared or becomes available to either Target or Target Bank, the end of the month (i) a copy of any report submitted to the board of directors of either Target or Target Bank Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDEDprovided, HOWEVERhowever, that Target and Target Bank Seller need not furnish Acquiror Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank Seller under this Agreement; (ii) quarterly monthly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow operations for Target and Target BankSeller; (iii) monthly unaudited consolidated balance sheets and, statements of operations for Target and Target Bank; (iv) as soon as available, all letters and communications sent by Target Seller to its shareholders and all reports filed by Target or Target Bank Seller with the SEC, the FRB, the FDIC, the Commissioner DFI and FDIC and any other PersonGovernmental Entity; and (viv) such other reports as Acquiror Company may reasonably request relating to Target or Target BankSeller. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetSeller, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target Bancorp and Target Bank will promptly notify Acquiror (i) of any event of which Target Bancorp or Target Bank obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target Bancorp or Target Bank; (ii) in the event Target Bancorp or Target Bank determine that it is possible that the conditions to the performance of Acquiror set forth in Sections 8.1 Sections8.1 and 8.2 8.3 may not be satisfied; (iii) of the opening or closing of any branch or other office of Bancorp or Bank at which business is conducted; or (iiiiv) any event, development or circumstance that, to the best knowledge of Target Bancorp or Target Bank, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target Bancorp or Target Bank of the services of any Executive Officer of Target Bancorp or Target Bank. (b) Target Bancorp and Target Bank will furnish to Acquiror, Acquiror as provided in Section 11.12 Section11.13 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target Bancorp or Target Bank, (i) a copy of any report submitted to the board of directors of either Target Bancorp or Target Bank and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto thereto, PROVIDED, HOWEVER, that Target Bancorp and Target Bank need not furnish Acquiror any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target Bancorp and Target Bank under under, this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow for Target Bancorp and Target Bank; (iii) monthly unaudited consolidated balance sheets and, statements of operations for Target Bancorp and Target Bank; (iv) as soon as available, all letters and communications sent by Target Bancorp to its shareholders and all reports filed by Target Bancorp or Target Bank with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror may reasonably request relating to Target Bancorp or Target Bank. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetBank/Bancorp, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target Bancorp and Target Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank Seller will promptly notify Acquiror Company (i) of any event of which Target or Target Bank Seller obtains knowledge which may materially and adversely affect the business, financial condition, prospects or results of operations of either Target or Target BankSeller; (ii) in the event Target or Target Bank determine Seller determines that it is possible that the conditions to the performance of Acquiror Company set forth in Sections 8.1 and 8.2 may not be satisfied; or (iii) any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Target or Target BankSeller, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank Seller of the services of any Executive Officer of Target or Target BankSeller. (b) Target and Target Bank Seller will furnish to AcquirorCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target BankSeller, (i) a copy of any report submitted to the board of directors of either Target or Target Bank Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDEDprovided, HOWEVERhowever, that Target and Target Bank Seller need not furnish Acquiror Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank Seller under this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders' equity and cash flow for Target and Target BankSeller; (iii) monthly unaudited consolidated balance sheets and, and statements of operations for Target and Target BankSeller; (iv) as soon as available, all letters and communications sent by Target Seller to its shareholders and all reports filed by Target or Target Bank Seller with the SEC, the FRB, the FDIC, the Commissioner OCC and any other Person; and (v) such other reports as Acquiror Company may reasonably request relating to Target or Target BankSeller. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetSeller, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank Seller will promptly notify Acquiror Company (i) of any event of which Target or Target Bank Seller obtains knowledge which may materially and adversely affect the business, financial condition, prospects (without the requirement of investigation contained in Section 11.13 of this Agreement) or results of operations of either Target or Target BankSeller; (ii) in the event Target or Target Bank determine Seller determines that it is possible that the conditions to the performance of Acquiror Company set forth in Sections 8.1 and 8.2 may not be satisfied; or (iii) any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Target or Target BankSeller, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank Seller of the services of any Executive Officer of Target or Target BankSeller. (b) Target and Target Bank Seller will furnish to AcquirorCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target BankSeller, (i) a copy of any report submitted to the board of directors of either Target or Target Bank Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDEDprovided, HOWEVERhowever, that Target and Target Bank Seller need not furnish Acquiror Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank Seller under this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders' ’ equity and cash flow for Target and Target BankSeller; (iii) monthly unaudited consolidated balance sheets and, and statements of operations for Target and Target BankSeller; (iv) as soon as available, all letters and communications sent by Target Seller to its shareholders and all reports filed by Target or Target Bank Seller with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror Company may reasonably request relating to Target or Target BankSeller. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetSeller, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target Company and Target Bank will promptly notify Acquiror Seller (i) of any event of which Target Company or Target Bank obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target Company or Target Bank; or (ii) in the event Target Company or Target Bank determine that it is possible that the conditions to the performance of Acquiror Seller set forth in Sections 8.1 and 8.2 8.3 may not be satisfied; or (iii) any event, development or circumstance that, to the best knowledge of Target or Target Bank, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank of the services of any Executive Officer of Target or Target Bank. (b) Target Company and Target Bank will furnish to AcquirorSeller, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target Company or Target Bank, (i) a copy of any report submitted to the board of directors of either Target or Target Bank and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDED, HOWEVER, that Target and Target Bank need not furnish Acquiror any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank under this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders' ’ equity for Company and cash flow for Target and Target Bank; (iiiii) monthly unaudited consolidated balance sheets and, and statements of operations for Target Company and Target Bank; (iviii) as soon as available, all letters and communications sent by Target Company to its shareholders and all reports filed by Target Company or Target Bank with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (viv) such other reports as Acquiror may reasonably request all regulatory applications relating to Target or Target Bankthe transactions contemplated by this Agreement and all correspondence relating thereto. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetCompany, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target Company and Target Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target Acquiror and Target Bank will promptly notify Acquiror Target (i) of any event of which Target Acquiror or Target Bank obtains knowledge which may materially and adversely affect the business, financial condition, or results of operations of either Target Acquiror or Target Bank; (ii) in the event Target Acquiror or Target Bank determine that it is possible that the conditions to the performance of Acquiror Target set forth in Sections 8.1 and 8.2 8.3 may not be satisfied; or (iii) any event, development or circumstance that, to the best knowledge of Target Acquiror or Target Bank, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target Acquiror or Target Bank of the services of any Executive Officer of Target Acquiror or Target Bank. (b) Target Acquiror and Target Bank will furnish to AcquirorTarget, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target Acquiror or Target Bank, (i) a copy of any report submitted to the board of directors of either Target Acquiror or Target Bank and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDED, HOWEVER, that Target Acquiror and Target Bank need not furnish Acquiror Target any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target Acquiror and Target Bank under under, this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, changes in stockholders' equity and cash flow for Target Acquiror and Target Bank; (iii) monthly unaudited consolidated balance sheets and, statements of operations for Target Acquiror and Target Bank; (iv) as soon as available, all letters and communications sent by Target Acquiror to its shareholders and all reports filed by Target Acquiror or Target Bank with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror Target may reasonably request relating to Target Acquiror or Target Bank. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetAcquiror, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target Acquiror and Target Bank for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank Seller will promptly notify Acquiror Company (i) of any event of which Target or Target Bank Seller obtains knowledge which may materially and adversely affect the businessbusiness (present or future), financial condition, or results of operations of either Target or Target BankSeller; (ii) in the event Target or Target Bank determine Seller determines that it is possible that the conditions to the performance of Acquiror Company set forth in Sections 8.1 and 8.2 may not be satisfied; or (iii) any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Target or Target BankSeller, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank Seller of the services of any Executive Officer of Target or Target BankSeller. (b) Target and Target Bank Seller will furnish to AcquirorCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target BankSeller, (i) a copy of any report submitted to the board of directors of either Target or Target Bank Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDEDprovided, HOWEVERhowever, that Target and Target Bank Seller need not furnish Acquiror Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank Seller under this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders' ’ equity and cash flow for Target and Target BankSeller; (iii) monthly unaudited consolidated balance sheets and, and statements of operations for Target and Target BankSeller; (iv) as soon as available, all letters and communications sent by Target Seller to its shareholders and all reports filed by Target or Target Bank Seller with the SEC, the FRB, the FDIC, the Commissioner and any other Person; and (v) such other reports as Acquiror Company may reasonably request relating to Target or Target BankSeller. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetSeller, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements; Filings. (a) Target and Target Bank Seller will promptly notify Acquiror Company (i) of any event of which Target or Target Bank Seller obtains knowledge which may materially and adversely affect the business, financial condition, prospects or results of operations of either Target or Target BankSeller; (ii) in the event Target or Target Bank determine Seller determines that it is possible that the conditions to the performance of Acquiror Company set forth in Sections 8.1 and 8.2 may not be satisfied; or (iii) any event, development or circumstance other than the transactions contemplated by this Agreement that, to the best knowledge of Target or Target BankSeller, will or, with the passage of time or the giving of notice or both, is reasonably expected to result in the loss to Target or Target Bank Seller of the services of any Executive Officer of Target or Target BankSeller. (b) Target and Target Bank Seller will furnish to AcquirorCompany, as provided in Section 11.12 of this Agreement, as soon as practicable, and in any event within 5 Business Days after it is prepared or becomes available to either Target or Target BankSeller, (i) a copy of any report submitted to the board of directors of either Target or Target Bank Seller and access to the working papers related thereto and copies of other operating or financial reports prepared for management of any of its businesses and access to the working papers related thereto PROVIDEDprovided, HOWEVERhowever, that Target and Target Bank Seller need not furnish Acquiror Company any privileged communications of or memoranda prepared by its legal counsel in connection with the transactions contemplated by, and the rights and obligations of Target and Target Bank Seller under this Agreement; (ii) quarterly unaudited consolidated balance sheets and statements of operations, and changes in stockholders' ’ equity and cash flow for Target and Target BankSeller; (iii) monthly unaudited consolidated balance sheets and, and statements of operations for Target and Target BankSeller; (iv) as soon as available, all letters and communications sent by Target Seller to its shareholders and all reports filed by Target or Target Bank Seller with the SEC, the FRB, the FDIC, the Commissioner OCC and any other Person; and (v) such other reports as Acquiror Company may reasonably request relating to Target or Target BankSeller. (c) Each of the financial statements delivered pursuant to subsection (b) shall be (i) prepared in accordance with GAAP on a basis consistent with that of the Financial Statements of TargetSeller, except that such financial statements may omit statements of cash flows and footnote disclosures required by GAAP; and (ii) accompanied by a certificate of the chief financial officer to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Target and Target Bank Seller for the period covered, and reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation.