Common use of Pre-Closing Adjustments Clause in Contracts

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company shall make such accounting entries or adjustments, including additions to its ALL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company (including its review of the information provided to it pursuant to Sections 6.05 and 6.12) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of the Company, (a) the Company shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the Company, (iii) otherwise materially disadvantage the Company if the Merger is not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company was incorrect in any respect.

Pre-Closing Adjustments. At or before the Effective Time of the MergerTime, the Company shall make such accounting entries or adjustments, including additions to its their ALL and charge-offs of loans, as Parent Acquiror shall direct as a result of its on-going review of the Company (including its review of the information provided to it pursuant to Sections 6.05 5.8 and 6.126.2) or in order to implement its plans following the Effective Time Closing or to reflect expenses and costs related to the Holding Company Merger and the Bank Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles or (“RAP”) and GAAP applied on a basis consistent with the financial statements of the CompanyCompany and the Company Bank (as the case may be), (a) the Company shall not be required to take such actions more than one (1) day prior to the Effective Time of the Merger or prior to the time Parent Acquiror agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 Articles VIII and X have been satisfied or waived and each of the approvals in Section 7.01(b8.1(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental AuthorityEntity, (ii) violate any law, rule or regulation Law applicable to the Company, the Company Bank or Acquiror, (iii) otherwise reasonably be expected to be materially disadvantage disadvantageous to the Company or the Company Bank if the Holding Company Merger is was not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, . The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished Company Financial Statements or information and shall not be construed as an admission or acknowledgement by a concurrence of the Company that or its management with any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company was incorrect in any respectadjustments.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company shall make such accounting entries or adjustments, including additions to its ALL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company (including its review of the information provided to it pursuant to Sections 6.05 and 6.126.11) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Lawlaw, rule or regulation, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of the Company, (a) the Company shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 7.02 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the Company, (iii) otherwise materially disadvantage the Company if the Merger is not consummated or consummated, (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, occurred or as an admission or acknowledgement by (v) result in a reduction in the Company that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company was incorrect in any respectMerger Consideration.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company Napa shall make such accounting entries or adjustments, including additions to its ALL ALLL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company Napa (including its review of the information provided to it pursuant to Sections 6.05 and 6.12) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of the CompanyNapa, (a) the Company Napa shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the CompanyNapa, (iii) otherwise materially disadvantage the Company Napa if the Merger is not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company Napa that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company Napa was incorrect in any respect. -48- 6.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company shall make such accounting entries or adjustments, including additions to its ALL and charge-offs of loans, loans as Parent shall direct as a result of its on-going review of the Company (including its review of the information provided to it pursuant to Sections 6.05 and 6.126.14) or in order to implement its plans following the Effective Time Closing or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Lawlaw, rule or regulation, or by regulatory accounting principles or and GAAP applied on a basis consistent with the financial statements Financial Statements of the Company, (a) the Company shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 7.02 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the CompanyParent, (iii) otherwise materially disadvantage the Company if the Merger is was not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company was incorrect in any respect.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company ARB shall make such accounting entries or adjustments, including additions to its ALL ALLL and charge-charge- offs of loans, as Parent shall direct as a result of its on-going review of the Company ARB (including its review of the information provided to it pursuant to Sections 6.05 and 6.12) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of the CompanyARB, (a) the Company ARB shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the CompanyARB, (iii) otherwise materially disadvantage the Company ARB if the Merger is not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company ARB that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company ARB was incorrect in any respect.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company ARB shall make such accounting entries or adjustments, including additions to its ALL ALLL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company ARB (including its review of the information provided to it pursuant to Sections 6.05 and 6.12) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of the CompanyARB, (a) the Company ARB shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the CompanyARB, (iii) otherwise materially disadvantage the Company ARB if the Merger is not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company ARB that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company ARB was incorrect in any respect.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company Napa shall make such accounting entries or adjustments, including additions to its ALL ALLL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company Napa (including its review of the information provided to it pursuant to Sections 6.05 and 6.12) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of the CompanyNapa, (a) the Company Napa shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to the CompanyNapa, (iii) otherwise materially disadvantage the Company Napa if the Merger is not consummated or (iv) constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company Napa that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company Napa was incorrect in any respect.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, RLBI and the Company Bank shall make such accounting entries or adjustments, including additions to its their ALL and charge-offs of loans, as Parent the Company shall direct as a result of its their on-going review of the Company RLBI (including its review of the information provided to it pursuant to Sections 6.05 and 6.126.14) or in order to implement its plans following the Effective Time closing of the transactions contemplated by this Agreement (the "Closing") or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable Lawlaw, rule or regulation, or by regulatory accounting principles or and GAAP applied on a basis consistent with the financial statements of the CompanyRLBI, (a) RLBI and the Company Bank shall not be required to take such actions more than one day prior to the Effective Time of the Merger or prior to the time Parent the Company agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.03 have been satisfied or waived and each of the approvals in Section 7.01(b) have been received, and (b) no such adjustment shall (i) require any filing with any Governmental Authority, (ii) violate any law, rule or regulation applicable to RLBI, the Bank or Company, (iii) otherwise materially disadvantage RLBI and the Company Bank if the Merger is was not consummated or (iv) constitute or be deemed to be a Material Adverse Effect or breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred, or as an admission or acknowledgement by the Company that any such entry or adjustment is appropriate or required or that any financial statement or information previously provided by the Company was incorrect in any respect.