Common use of Subsequent Financial Statements Clause in Contracts

Subsequent Financial Statements. (a) As soon as practicable following filing, the Company shall deliver to IHK a copy of each periodic report on Forms 10-Q or 10-K, so filed prior to the Effective Time. The financial statements contained therein are referred to as the "Company Subsequent Financial Statements." The Company Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of the Company and the consolidated Company Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have a Company Material Adverse Effect and the omission of footnotes). (b) As soon as practicable following filing, IHK shall deliver to the Company a copy of each periodic report on Forms 10-Q or 10-K, so filed prior to the Effective Time. The financial statements contained therein are referred to as the "IHK Subsequent Financial Statements." The IHK Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of IHK and the consolidated IHK Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairly, in all material respects, the consolidated financial position of IHK and the consolidated IHK Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have an IHK Material Adverse Effect and the omission of footnotes).

Subsequent Financial Statements. (a) As soon as practicable following filingavailable after the date hereof, the Company CIB Parties shall deliver to IHK a copy of each periodic report on Forms 10-Q or 10-K, so filed prior to the Effective Time. The financial statements contained therein are referred to as the "Company Subsequent Financial Statements." The Company Subsequent Financial Statements First Banks (i) will be monthly unaudited consolidated balance sheets and profit and loss statements of Bank for each month beginning as of July 1, 2004 prepared from the books of account and other financial records of the Company and the consolidated Company Subsidiaries, for internal use; (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout Reports of Condition and Income of Bank for each quarterly period from June 30, 2004 through the periods indicated (except as may be indicated in the notes thereto) Closing; and (iii) will present fairlyall other financial reports or statements submitted by Bank or any Bank Subsidiary (or by CIB Marine or Hillside with respect to Bank or any Bank Subsidiary) to any regulatory authority after the date hereof, in all material respectsto the extent permitted by law (collectively, the "Subsequent Financial Statements"). The Subsequent Financial Statements shall be prepared on a basis consistent with past accounting practices and GAAP, shall fairly present, to the best knowledge of the CIB Parties, the financial condition and results of operations for the dates and periods presented, and, to the best knowledge of the CIB Parties, shall not include any material assets or omit to state any material liabilities, absolute or contingent, or other facts, which inclusion or omission would render such financial statements misleading in any material respect. The CIB Parties shall promptly notify First Banks if there are any material adjustments to the Bank Financial Statements as a result of the ongoing external audit of the CIB Marine consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have a Company Material Adverse Effect and the omission of footnotes). (b) As soon as practicable From the date hereof through the Closing Date and following filingthe Closing, IHK shall deliver CIB Marine will cooperate with the First Banks Parties by providing information reasonably requested by them to enable the First Banks Parties to complete an audit of the financial statements of Hillside, the Bank and the Acquired Bank Subsidiaries and to file audited financial statements with the Securities and Exchange Commission pursuant to the Company a copy requirements of each periodic report on Forms 10Form 8-Q or 10-KK under the Securities Exchange Act of 1934, so filed prior to the Effective Time. The financial statements contained therein are referred to as the "IHK Subsequent Financial Statementsamended." The IHK Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of IHK and the consolidated IHK Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairly, in all material respects, the consolidated financial position of IHK and the consolidated IHK Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have an IHK Material Adverse Effect and the omission of footnotes).

Subsequent Financial Statements. (a) As SALIC shall prepare and deliver to Purchaser as soon as reasonably practicable following filingaudited consolidated financial statements of SALIC and its Subsidiaries at and for the 12-month periods ended December 31, 2017 and 2016, together with the Company report of the independent auditor of SALIC thereon, including a balance sheet and the related statements of operations, cash flows and changes in stockholders’ equity (the “Subsequent Audited GAAP Financial Statements”), and if the report of the independent auditor of SALIC on the Subsequent Audited GAAP Financial Statements identifies any material weakness, SALIC shall remedy or resolve such material weakness to the reasonable satisfaction of Purchaser prior to the Closing. From the date hereof until the Closing, SALIC shall deliver to IHK a copy Buyer, as soon as reasonably practicable after the end of each periodic report on Forms 10-Q or 10-Kthe applicable quarter, so filed prior to the Effective Time. The unaudited quarterly financial statements contained therein are referred to as of the "Company type and scope described in Section 3.7(a) (together with the Subsequent Audited GAAP Financial Statements." The Company Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of the Company and the consolidated Company Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have a Company Material Adverse Effect and the omission of footnotes“Subsequent GAAP Financial Statements”). (b) As soon as practicable following filingFrom the date hereof until the Closing, IHK SALIC shall deliver to Purchaser reasonably promptly following the Company a copy of filing thereof, all Statutory Statements, in each periodic report on Forms 10-Q or 10-K, so case prepared and/or filed after the date hereof and prior to the Effective Time. The financial statements contained therein are referred to as Closing Date. (c) From the "IHK Subsequent Financial Statements." The IHK Subsequent Financial Statements date hereof until the Closing, SALIC shall, and shall cause each of the SALIC Subsidiaries to, (i) will be provide to Purchaser, as soon as reasonably practicable after the end of each fiscal month, a monthly management report in scope and detail consistent with those monthly management reports that have been historically prepared from the books of account by such SALIC Group Company and other financial records of IHK delivered to SALIC or SRGL, as applicable, and the consolidated IHK Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on prepare, and deliver to Purchaser, as soon as reasonably practicable after the end of each fiscal month, a consistent basis throughout monthly balance sheet as of the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairlylast day of such month, in all material respects, scope and detail consistent with the consolidated financial position of IHK and the consolidated IHK Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to monthly balance sheets that have an IHK Material Adverse Effect and the omission of footnotes)been historically prepared by such SALIC Group Company.

Subsequent Financial Statements. (a) Within 60 days following the end of each fiscal quarter ending less than 61 days prior to the Effective Time, Newco shall deliver to the Company copies of (i) the unaudited consolidated balance sheets of each of the Restructured Companies as of the end of such fiscal quarter and the related unaudited consolidated statements of earnings and retained earnings and cash flows (collectively, the "FLO-SUN SUBSEQUENT FINANCIAL STATEMENTS") and (ii) copies of the unaudited combined consolidated balance sheets of the Restructured Companies as of the end of such fiscal quarter and the related unaudited combined consolidated statements of earnings and retained earnings and cash flows (collectively, the "NEWCO SUBSEQUENT FINANCIAL STATEMENTS"). The Flo-Sun Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of the respective Restructured Companies and their respective consolidated subsidiaries, (ii) will be prepared in accordance with U.S. GAAP (except for the omission of footnotes) applied with respect to the respective Restructured Companies on a consistent basis throughout the periods indicated and (iii) will present fairly, in all material respects, the consolidated financial position of the respective Restructured Companies as at the respective dates thereof and the results of their respective operations and their respective cash flows for the respective periods indicated therein except as otherwise noted therein (subject to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have a Flo- Sun Material Adverse Effect and the omission of footnotes). The Newco Subsequent Financial Statements (1) will be prepared from the books of account and other financial records of the Restructured Companies and their respective consolidated subsidiaries, (2) will be prepared in accordance with U.S. GAAP (except for the omission of footnotes) applied on a consistent basis throughout the periods indicated and (3) will present fairly, in all material respects, the combined consolidated financial position of the Restructured Companies as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein except as otherwise noted therein (subject to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have a Flo-Sun Material Adverse Effect and the omission of footnotes). (b) As soon as practicable but in any event not later than 60 days after the date of this Agreement, Newco shall deliver to the Company true and complete copies of the audited combined consolidated balance sheets of the Restructured Companies for each of the three fiscal years ended as of March 31, 1997, 1996 and 1995 and the related audited combined consolidated statements of earnings and retained earnings and cash flows, together with all related notes thereto, accompanied by the reports thereon of KPMG (collectively, the "NEWCO AUDITED FINANCIAL STATEMENTS"). The Newco Audited Financial Statements (i) shall be prepared from the books of account and other financial records of the respective Restructured Companies and their respective consolidated subsidiaries, (ii) shall be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) shall present fairly, in all material respects, the combined consolidated financial position of the Restructured Companies as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein except as otherwise noted therein. (c) As soon as practicable following filing, the Company shall deliver to IHK Newco a copy of each periodic report on Forms 10-Q or 10-K, so filed prior to the Effective Time. The financial statements contained therein are referred to as the "Company Subsequent Financial Statements." COMPANY SUBSEQUENT FINANCIAL STATEMENTS". The Company Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of the Company and the consolidated Company Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have a Company Material Adverse Effect and the omission of footnotes). (b) As soon as practicable following filing, IHK shall deliver to the Company a copy of each periodic report on Forms 10-Q or 10-K, so filed prior to the Effective Time. The financial statements contained therein are referred to as the "IHK Subsequent Financial Statements." The IHK Subsequent Financial Statements (i) will be prepared from the books of account and other financial records of IHK and the consolidated IHK Subsidiaries, (ii) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) will present fairly, in all material respects, the consolidated financial position of IHK and the consolidated IHK Subsidiaries as at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein except as otherwise noted therein (subject in the case of unaudited statements, to normal and recurring year-end adjustments which shall not be expected, individually or in the aggregate, to have an IHK Material Adverse Effect and the omission of footnotes).