Common use of Accounting and Other Adjustments Clause in Contracts

Accounting and Other Adjustments. Subject to all applicable legal requirements, Powhatan Point agrees that it shall, and shall cause its Subsidiaries to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to ALLL; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (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 that would affect the financial reporting of Powhatan Point, on a consolidated basis at the Effective Time, in any case as United Bancorp shall reasonably and in good faith request; provided, however, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action until immediately prior to the Closing and at such time as United Bancorp shall confirm in writing that all conditions precedent and obligations under Article VII under this Agreement (except for the completion of actions to be taken at the Closing) have been satisfied and that there are no facts or circumstances which would prevent United Bancorp from consummating the Merger; provided, further, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action if the primary purpose of such action is to reduce the aggregate Merger Consideration .

Accounting and Other Adjustments. Subject to all applicable legal requirements, Powhatan Point MidWestOne agrees that it shall, and shall cause its Subsidiaries each MidWestOne Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to ALLLany allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (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 that would affect the financial reporting of Powhatan PointISBF, on a consolidated basis at after the Effective Time, in any case as United Bancorp ISBF shall reasonably and in good faith request; , provided, however, that neither Powhatan Point or its Subsidiaries MidWestOne nor any MidWestOne Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as United Bancorp ISBF shall confirm in writing that it has satisfied all of the conditions precedent and obligations under listed in Article VII under this Agreement 10 (except for the completion of actions to be taken at the Closing) ), unless the satisfaction of any such conditions shall have been satisfied waived by MidWestOne, and that that, to the Knowledge of ISBF, there are no facts or circumstances which would prevent United Bancorp ISBF from consummating the Merger; provided, further, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action if the primary purpose of such action is to reduce the aggregate Merger Consideration transactions contemplated hereby.

Accounting and Other Adjustments. Subject to all applicable legal requirements, Powhatan Point Waterloo agrees that it shall, and shall cause its Subsidiaries each Waterloo Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to ALLLany allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (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 that would affect the financial reporting of Powhatan PointMidland States, on a consolidated basis at after the Effective Time, in any case as United Bancorp Midland States shall reasonably and in good faith request; , provided, however, that neither Powhatan Point or its Subsidiaries Waterloo nor any Waterloo Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as United Bancorp Midland States shall confirm in writing that it has satisfied all of the conditions precedent and obligations under Article VII under this Agreement listed in ARTICLE 10 (except for the completion of actions to be taken at the Closing) ), unless the satisfaction of any such conditions shall have been satisfied waived by Waterloo, and that that, to the Knowledge of Midland States, there are no facts or circumstances which would prevent United Bancorp Midland States from consummating the Merger; provided, further, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action if the primary purpose of such action is to reduce the aggregate Merger Consideration Contemplated Transactions.

Accounting and Other Adjustments. Subject to all applicable legal requirements, Powhatan Point HeritageBanc agrees that it shall, and shall cause its Subsidiaries each HeritageBanc Subsidiary, to: (a) make any accounting adjustments or entries to its books of account and other financial records; (b) make additional provisions to ALLLany allowance for loan and lease losses; (c) sell or transfer any investment securities held by it; (d) charge-off any loan or lease; (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 that would affect the financial reporting of Powhatan PointOld Second, on a consolidated basis at after the Effective Time, in any case as United Bancorp Old Second shall reasonably and in good faith request; , provided, however, that neither Powhatan Point or its Subsidiaries HeritageBanc nor any HeritageBanc Subsidiary shall be obligated to take any such requested action until immediately prior to the Closing and at such time as United Bancorp Old Second shall confirm in writing that it has satisfied all of the conditions precedent and obligations under Article VII under this Agreement listed in ARTICLE 10 (except for the completion of actions to be taken at the Closing) ), unless the satisfaction of any such conditions shall have been satisfied waived by HeritageBanc, and that that, to the Knowledge of Old Second, there are no facts or circumstances which would prevent United Bancorp Old Second from consummating the Merger; provided, further, that neither Powhatan Point or its Subsidiaries shall be obligated to take any such requested action if the primary purpose of such action is to reduce the aggregate Merger Consideration Contemplated Transactions.