Common use of Pre-Closing Adjustments Clause in Contracts

Pre-Closing Adjustments. At or before the Closing, Seller shall ----------------------- cause the Bank to make and the Bank shall make, such accounting entries or adjustments, including charge-offs of loans, as CNB shall direct in order to implement its plans for the Bank following the Closing or to reflect expenses and costs related to the Bank Merger; provided, however, that (a) Seller and the -------- ------- Bank shall not be required to take such actions more than two days prior to the Closing Date, and (b) based upon consultation with counsel and accountants for Seller and the Bank, no such adjustment shall (i) require any filing with any governmental agency, (ii) violate any law, rule or regulation applicable to Seller or the Bank, or (iii) otherwise materially disadvantage Seller or the Bank if the Acquisition were not consummated, unless, in the case of (iii), CNB agrees in writing that all of its conditions to Closing set forth in Article V have been satisfied or waived; and further provided that in any event, no ------- -------- accrual or reserve made by the Bank pursuant to this Section 4.8, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall 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 such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information, shall not be construed as concurrence of Seller's or the Bank's management with any such adjustments, and shall not affect the Purchase Price.

Pre-Closing Adjustments. At or before the ClosingEffective Time of the Merger, Seller shall ----------------------- cause the Bank to make SCB and the SCC Bank shall make, make such accounting entries or adjustments, including additions to their ALLL and charge-offs of loans, as CNB FCB shall direct as a result of its on-going review of SCB and SCC Bank (including its review of the information provided to it pursuant to Sections 6.05 and 6.15), in order to implement its plans for the Bank following the Closing or closing of the transactions constituting the Merger and the Second Merger (the “Closing”), and to reflect expenses and costs related to the Bank Merger; provided, however, that unless the adjustment would otherwise be required by applicable law, rule or regulation, or by regulatory accounting principles or GAAP applied on a basis consistent with the financial statements of SCB, (a) Seller and the -------- ------- Bank SCB shall not be required to take such actions more than two days one day prior to the Closing DateEffective Time of the Merger or prior to the time FCB 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) based upon consultation with counsel and accountants for Seller and the Bank, no such accounting entry or adjustment shall be required or made if it would (i) require any filing with any governmental agency, (ii) violate any law, rule or regulation applicable to Seller or the BankFCB, or (iiiii) otherwise materially disadvantage Seller or the Bank if the Acquisition were not consummated, unless, in the case of (iii), CNB agrees in writing that all of its conditions to Closing set forth in Article V have been satisfied or waived; and further provided that in any event, no ------- -------- accrual or reserve made by the Bank pursuant to this Section 4.8, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall 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 , and (c) Adjusted Shareholders’ Equity and Adjusted Merger Consideration shall be determined as if none of such accounting entries and adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or informationhad been made, shall not be construed as concurrence of Seller's or the Bank's management with any such adjustments, and shall not affect the Purchase Priceother than those required by GAAP.

Pre-Closing Adjustments. At or before the ClosingCompany Merger Effective Time, Seller the Company shall ----------------------- cause the Bank to make and the Bank shall make, such accounting entries or adjustments, including charge-offs of loans, adjustments as CNB Acquiror shall direct as a result of its on-going review of the Company, the Bank and their Subsidiaries (including its review of the information provided to it pursuant to Section 7.1) or in order to implement its plans for the Bank following the Closing or to reflect expenses and costs related to the Company Merger and the Bank Merger; provided, however, that unless the adjustment would otherwise be required by applicable Law, or by regulatory accounting principles (“RAP”) and GAAP applied on a basis consistent with the financial statements of the Company and the Bank (as the case may be), (a) Seller and the -------- ------- Bank Company shall not be required to take such actions more than two days one (1) day prior to the Closing DateCompany Merger Effective Time or prior to the time Acquiror agrees in writing that all of the conditions to its obligation to effect the consummation of the Company Merger and the Bank Merger as set forth in Articles IX have been satisfied or waived and each of the approvals in Section 9.1(e) have been received, and (b) based upon consultation with counsel and accountants for Seller and the Bank, no such adjustment shall (i) require any filing with any governmental agency, (ii) violate any law, rule or regulation Law applicable to Seller the Company, the Bank or the BankAcquiror, or (iii) otherwise be materially disadvantage Seller disadvantageous to the Company or the Bank if the Acquisition Company Merger and the Bank Merger were not consummated, unless, in the case of consummated or (iii), CNB agrees in writing that all of its conditions to Closing set forth in Article V have been satisfied or waived; and further provided that in any event, no ------- -------- accrual or reserve made by the Bank pursuant to this Section 4.8, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall 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 financial statements Company Financial Statements or information, information and shall not be construed as a concurrence of Seller's the Company or the Bank's its management with any such adjustments, and shall not affect the Purchase Price.. PALOALTO 66463 v1 (2K) -56-

Pre-Closing Adjustments. At or before the ClosingThe Company agrees that it shall, Seller and shall ----------------------- cause the Bank Bank, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make or not make additional provisions to the Bank’s allowance for loan and the Bank shall make, such accounting entries lease losses; (c) sell or adjustments, including transfer any investment securities held by it; (d) charge-offs off any Loan; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments which would affect the financial reporting of loansthe Merger Co., on a consolidated basis after the Effective Time, in any case as CNB Buyer shall direct in order to implement its plans for the Bank following the Closing or to reflect expenses and costs related to the Bank Mergerreasonably request; provided, however, that (a) Seller and neither the -------- ------- Company nor the Bank shall not be required obligated to take any such actions more than two days requested action until immediately prior to the Closing Date, and (b) based upon consultation with counsel and accountants for Seller and at such time as the Bank, no such adjustment Company shall (i) require any filing with any governmental agency, (ii) violate any law, rule or regulation applicable to Seller or the Bank, or (iii) otherwise materially disadvantage Seller or the Bank if the Acquisition were not consummated, unless, in the case of (iii), CNB agrees have received reasonable assurances in writing that all conditions precedent to Buyer’s and Merger Co.’s obligations under this Agreement (except for the completion of its conditions actions to Closing be taken at the Closing) have been satisfied, and no such adjustment which the Company or the Bank would not have been required to make but for the provisions of this Section 5.14 in and of itself shall result in a breach of any warranty or representation made herein, have any effect on the minimum financial thresholds set forth in Article V have been satisfied Section 7.8, change the amount of the Per Share Merger Consideration to be paid to the Holders, or waived; and further provided that in any eventdelay the Closing or Buyer’s receipt of the required regulatory approvals of the Merger, no ------- -------- accrual or reserve made by the Bank pursuant to Merger and all other transactions contemplated by this Section 4.8, or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall 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 such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information, shall not be construed as concurrence of Seller's or the Bank's management with any such adjustments, and shall not affect the Purchase PriceAgreement.