Common use of Pre-Closing Adjustments Clause in Contracts

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company and any of the Company Subsidiaries shall make such accounting entries or adjustments, including additions to their ALLL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries (including its review of the information provided to it pursuant to Sections 6.05 and 6.15) 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, rule or regulation, or by regulatory accounting principles and 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 7.02 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 Parent, (iii) otherwise materially disadvantage the Company if the Merger 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.

Pre-Closing Adjustments. At or before the Effective Time of the MergerTime, the Company and any of the Company Subsidiaries shall make such accounting entries or adjustments, including additions to their ALLL ALL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries (including its review of the information provided to it pursuant to Sections 6.05 6.04 and 6.156.11) or in order to implement its plans following the Effective Time closing of the transactions constituting the Merger, (the “Closing”) or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable law, rule or regulation, or by regulatory accounting principles and 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 (1) 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 7.02 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 Parentthe Company, Parent or the Merger Subsidiary, (iii) otherwise materially disadvantage the Company if the Merger 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 a concurrence of the Company or its management with any such adjustments.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company and any of the Company Subsidiaries shall make such accounting entries or adjustments, including additions to their ALLL ALL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries (including its review of the information provided to it pursuant to Sections 6.05 and 6.15) or in order to implement its plans following the Effective Time closing of the transactions constituting the Merger, (the “Closing”) or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable law, rule or regulation, or by regulatory accounting principles and 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 7.02 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 Parentthe Company, Parent or the Merger Subsidiary, (iii) otherwise materially disadvantage the Company if the Merger 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.

Pre-Closing Adjustments. At or before the Effective Time of the MergerTime, the Company as determined by UNB and any of the Company Subsidiaries EWBC, UNB shall make such accounting entries or adjustments, including additions to their ALLL its ALL and charge-offs of loans, loans as Parent EWBC shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries UNB (including its review of the information provided to it pursuant to Sections 6.05 6.04 and 6.156.14) 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, rule or regulation, or by regulatory accounting principles and GAAP applied on a basis consistent with the financial statements of the CompanyUNB, (a) the Company UNB 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 EWBC agrees in writing that all of the conditions to its obligation to close as set forth in Section 7.02 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 ParentEWBC, (iii) otherwise materially disadvantage the Company UNB if the Merger 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.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company shall, and any of shall cause the Company Subsidiaries shall Bank to, make such accounting entries or adjustments, including additions to their ALLL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries Bank (including its review of the information provided to it pursuant to Sections 6.05 and 6.156.14) or in order to implement its plans following the Effective Time or to reflect expenses and costs related to the MergerMerger or made pursuant to Section 6.22; provided, however, that unless the adjustment would otherwise be required by applicable law, rule or regulation, or by regulatory accounting principles and 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 7.02 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 Parent, (iii) otherwise materially disadvantage the Company if the Merger 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.

Pre-Closing Adjustments. At or before the Effective Time of the Merger, the Company and any of the Company Subsidiaries shall make such accounting entries or adjustments, including additions to their ALLL its ALL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries (including its review of the information provided to it pursuant to Sections 6.05 and 6.156.12) 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 law, rule or regulation, or by regulatory accounting principles and 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 7.02 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 Parent, (iii) otherwise materially disadvantage the Company if the Merger 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.

Pre-Closing Adjustments. At or before the Effective Time of the MergerTime, the Company and any of the Company Subsidiaries shall make such accounting entries or adjustments, including additions to their ALLL its ALL and charge-offs of loans, as Parent shall direct as a result of its on-going review of the Company and any of the Company Subsidiaries (including its review of the information provided to it pursuant to Sections 6.05 and 6.156.11) or in order to implement its plans following the Effective Time closing of the transactions constituting the Merger (the “Closing”) or to reflect expenses and costs related to the Merger; provided, however, that unless the adjustment would otherwise be required by applicable law, rule or regulation, or by regulatory accounting principles and 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 7.02 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 Parentthe Company, (iii) otherwise materially disadvantage the Company if the Merger was 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.