Common use of Closing Financial Statements Clause in Contracts

Closing Financial Statements. At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

Closing Financial Statements. At least eight Business Days prior to the Effective Time, Seller Southwest shall provide Buyer Xxxxxxx with SellerSouthwest’s consolidated financial statements presenting the financial condition of Seller Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and SellerSouthwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day Business Day of the month, Seller Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Concurrently with the delivery of the Closing Financial Statements Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, exclude as of the their date of such Closing Financial Statements, (a) fees and expenses and accruals or estimates for all fees, costs fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, . The Closing Financial Statements shall include (ba) the capital ratios set forth in Section 8.2(f), 8.2(g) (cbut excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(d8.2(e), and (d) shall be accompanied by a certificate of SellerSouthwest’s chief financial officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.13 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller Southwest in all material respects and (which certification shall be reaffirmed ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the certificates required to be delivered pursuant to Section 8.2(c))transactions contemplated by this Agreement.

Closing Financial Statements. At least eight Business Days prior to the Effective TimeTime of the Merger, Seller Malvern shall provide Buyer First Bank with SellerXxxxxxx’s consolidated financial statements presenting the financial condition of Seller Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and SellerMalvern’s consolidated results of operations, cash flows, and shareholders’ equity operations for the period from January 1, 2021, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th day Business Day of the month, Seller Xxxxxxx shall have provided consolidated financial statements as of and through the second month preceding the Effective TimeTime of the Merger. Such Closing Financial Statements financial statements shall be accompanied by a certificate of Xxxxxxx’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirementsGAAP, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, also reflect as of the their date of such Closing Financial Statements, (a) accruals or estimates for (i) all fees, costs fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection (directly or indirectly) with the transactions contemplated by this Agreement, (bii) any employee severance, retention or change-in-control payments or expenses consistent with the capital ratios terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by Xxxxxxx or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by Xxxxxxx relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)8.2(f)(2) of Malvern’s Disclosure Memorandum, (cvii) changes in accumulated other comprehensive income from September 30, 2022 through the asset quality metrics set forth in Section 8.2(d)Closing Date, and (dviii) a certificate of Seller’s chief financial officerchanges to changes to GAAP or regulatory accounting requirements, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and including GAAP shareholders’ equity as a result of Seller the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)8.2(f).

Closing Financial Statements. At least eight five (5) Business Days prior to the Company Merger Effective Time, Seller the Company shall provide Buyer Acquiror with Sellerthe Company’s unaudited consolidated financial statements balance sheet presenting the financial condition of Seller the Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Company Merger Effective Time (the “Closing Balance Sheet Date”) and Sellerthe Company’s unaudited consolidated results statement of operations, cash flows, and shareholders’ equity income for the period from January 1, 2021, 2006 through the close of business on the last day of the last month ended prior to the Effective Time Closing Balance Sheet Date (the “Closing Financial Statements”); provided, however, that if the Company Merger Effective Time occurs has been scheduled to occur on or before the 15th day fifth (5th) Business Day of the a calendar month, Seller the Company shall have provided consolidated financial statements such Closing Financial Statements as of and through the end of the second (2nd) month immediately preceding the Company Merger Effective Time and, in that event, the Closing Balance Sheet Date, shall be the last day of such second month immediately preceding the Company Merger Effective TimeTime and the related statement of income will be for the period from January 1, 2006 to the such Closing Balance Sheet Date. The Company shall prepare the Closing Financial Statements that, except as hereinafter provided in this Section 7.10, shall in all material respects be in accordance with GAAP for unaudited interim financial information and such Company Financial Statements shall contain all adjustments (consisting principally of normal recurring adjustments and accruals) necessary to present fairly, in all material respects, the consolidated balance sheet, and operating results of the Company and its Subsidiaries as of and for the period ended on the Closing Balance Sheet Date. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and also reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated and shall be accompanied by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Sellerthe Company’s chief financial officerChief Financial Officer, dated as of the date of such delivery of the Closing Financial StatementsCompany Merger Effective Time, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))7.10.

Closing Financial Statements. At least eight five (5) Business Days prior to the Effective TimeTime of the Holding Company Merger, Seller the Company shall provide Buyer Acquiror with Sellerthe Company’s unaudited consolidated financial statements balance sheet presenting the financial condition of Seller the Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Balance Sheet Date”) and Sellerthe Company’s unaudited consolidated results statement of operations, cash flows, and shareholders’ equity income for the period from January 1, 2021, 2006 through the close of business on the last day of the last month ended prior to the Effective Time Closing Balance Sheet Date (the “Closing Financial Statements”); provided, however, that if the Effective Time occurs has been scheduled to occur on or before the 15th day fifth (5th) Business Day of the a calendar month, Seller the Company shall have provided consolidated financial statements such Closing Financial Statements as of and through the end of the second (2nd) month immediately preceding the Effective TimeTime and, in that event, the Closing Balance Sheet Date, shall be the last day of such second month immediately preceding the Effective Time and the related statement of income will be for the period from January 1, 2006 to the such Closing Balance Sheet Date. The Company shall prepare the Closing Financial Statements that, except as hereinafter provided in this Section 6.15, shall in all material respects be in accordance with GAAP for unaudited interim financial information and such Company Financial Statements shall contain all adjustments (consisting principally of normal recurring adjustments and accruals) necessary to present fairly, in all material respects, the consolidated balance sheet, and operating results of the Company and its Subsidiaries as of and for the period ended on the Closing Balance Sheet Date. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and also reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated and shall be accompanied by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Sellerthe Company’s chief financial officerChief Financial Officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))6.15.

Closing Financial Statements. At least eight Business Days prior to the Effective Time, Seller First Texas shall provide Buyer Simmons with Seller’s First Texas’ consolidated financial statements presenting the financial condition of Seller First Texas and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s First Texas’ consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs in the month of January or on or before the 15th day Business Day of the any other month, Seller First Texas shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements financial statements shall be accompanied by a certificate of First Texas’ chief financial officer, dated as of the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of First Texas in all material respects. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, also reflect as of the their date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs costs, and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f8.2(g) (provided that such ratios shall be computed excluding fees, costs, and expenses incurred directly in connection with the transactions contemplated by this Agreement), and (c) the asset quality metrics set forth in Section 8.2(d), 8.2(e) and (d) shall be accompanied by a certificate of Seller’s First Texas’ chief financial officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 7.15 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller First Texas in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))respects.

Closing Financial Statements. At least eight Business Days prior to the Effective TimeClosing, Seller shall provide Buyer Purchaser with Sellerthe Bank’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries the Bank as of the close of business on the last day of the last month ended prior to the Effective Time Closing and Sellerthe Bank’s consolidated results of operations, cash flows, and shareholders’ equity operations for the period from January 1, 2021, 2016 through the close of business on the last day of the last month ended prior to the Effective Time Closing (the “Closing Financial Statements”); provided, that if the Effective Time Closing occurs on or before the 15th day Business Day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective TimeClosing. Such The Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such The Closing Financial Statements shall be accompanied byby a certificate of Seller’s chief financial officer, dated as of the Closing Date, to the effect that the Closing Financial Statements continue to reflect accurately, as of the date of such the certificate, the financial condition of the Bank in all material respects. The Closing Financial Statements, Statements shall also reflect as of their date (a) accruals or estimates for all fees, costs fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the Sale and the transactions contemplated by this Agreement, Agreement and (b) the capital ratios set forth in Section 8.2(foutstanding balances (including the principal amount and accrued and unpaid interest) of all Loans of the Bank that are classified by the Bank as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import and Other Real Estate Owned (“OREO”), together with calculations of the Bank’s (ci) Non-Performing Loans to Total Loans, (ii) Non-Performing Assets to Total Assets and (iii) the asset quality metrics set forth in Section 8.2(d), ALLL to Total Loans and (d) shall be accompanied by a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial StatementsDate, to the effect that such financial statements the Closing Financial Statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))2.6.

Closing Financial Statements. At least eight Not later than 45 Business Days prior to after the Effective TimeClosing Date, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller Vendors will prepare and its Subsidiaries as of deliver the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared and related calculations of Current Assets, Current Liabilities and Net Working Capital, in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirementseach case as at the Closing Time, and reflect all period-end accruals and other adjustments, except that such to the Purchaser. The Closing Financial Statements may omit will be prepared on a basis consistent with the footnote disclosure required by GAAP. Such Closing Annual Financial Statements shall be accompanied by, as of and the date of such Closing Interim Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is . To assist the Vendors in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery preparation of the Closing Financial StatementsStatements and related calculations of Current Assets, Current Liabilities and Net Working Capital, in each case as at the Closing Time, the Purchaser will make available to the effect Vendors the services of the officers, employees and other personnel of the Corporations who prepared the Annual Financial Statements and the Interim Financial Statements during ordinary business hours, in a manner that does not interfere with their ability to discharge their on-going obligations as employees and only to the extent that such financial statements meet persons remain employees of the requirements Corporations at such times. The Vendors will make available to the Purchaser copies of this Section 7.13 all working papers, books and continue records and personnel used in the preparation of the Closing Financial Statements and related calculations of Current Assets, Current Liabilities and Net Working Capital, in each case as at the Closing Time, together with such other information relating thereto as the Purchaser may reasonably request. The Purchaser may notify the Vendors that it accepts or disputes the Closing Financial Statements and related calculations of Current Assets, Current Liabilities and Net Working Capital, in each case as at the Closing Time, at any time within 30 Business Days after receiving them, but will be deemed to reflect accurately, as accept them on the 31st Business Day after receipt thereof unless the Purchaser delivers a written notice (the “Dispute Notice”) to the Vendors of a dispute (a “Closing Financial Statements Dispute”) on a Business Day prior to that 31st Business Day. On the date of such certificatethe Purchaser’s deemed acceptance, or any earlier date upon which the Vendors receive notice of the Purchaser’s acceptance, the consolidated financial conditionClosing Financial Statements and related calculations of Current Assets, results of operationsCurrent Liabilities and Net Working Capital, cash flows in each case as at the Closing Time, will be conclusive and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in binding on the certificates required to be delivered pursuant to Section 8.2(c))Purchaser and the Vendors.

Closing Financial Statements. At least eight five (5) Business Days prior to the Effective TimeTime of the Merger, Seller Valley shall provide Buyer with SellerTriCo with: (i) Valley’s unaudited consolidated financial statements balance sheet and results of operations presenting the financial condition of Seller Valley and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time Closing Date of the Merger and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, beginning on the first date of the then-current fiscal year through the close of business on the last day of the last month ended prior to the Effective Time of the Merger, which shall include, for avoidance of doubt, accruals with respect to estimated amounts that will become payable under Valley’s Incentive Compensation Plan (the “Closing Financial Statements”); (ii) a calculation of the Adjusted Tangible Common Equity along with documents reasonably supporting such calculation and (iii) a list of estimated accruals for amounts earned under Valley’s Incentive Compensation Plan as of the Closing Date; provided, however, that if the Effective Time of the Merger occurs on or before the 15th day fifth business Day of the month, Seller the Closing Financial Statements and such calculation shall have provided consolidated financial statements instead be as of and through the end of the second month immediately preceding the Effective Time. Such The Closing Financial Statements shall have been be prepared in accordance with GAAP (excluding notes) and regulatory accounting principles and other applicable legal and accounting requirements, and shall reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit subject to the footnote disclosure required by GAAP. Such Closing Financial Statements other requirements of this Agreement and shall be accompanied by, as of the date of such Closing Financial Statements, (a) also reflect accruals or estimates for all fees, costs fees and expenses incurred or expected to be incurred in connection with the transactions contemplated in this Agreement (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the included all Merger Related Expenses. The Closing Financial Statements, the calculation of the Adjusted Tangible Common Equity and the estimated accruals for amounts earned under Valley’s Incentive Compensation Plan shall be accompanied by a certificate of Valley’s Chief Financial Officer to the effect that such financial statements meet the requirements of this Section 7.13 6.19, the calculation of Adjusted Tangible Common Equity conforms to the requirements of this Agreement and continue the estimated accruals for amounts earned under Valley’s Incentive Compensation Plan represent Valley’s good faith estimate of such amounts. On the Closing Date, Valley’s Chief Financial Officer shall deliver to reflect accuratelyTriCo a certificate, dated as of the Closing Date, to the effect that as of the date of the certificate: (x) such certificate, financial statements continue to reflect accurately the consolidated financial condition, results condition of operations, cash flows and shareholders’ equity of Seller Valley in all material respects and the requirements of this Section 6.19; (which certification shall be reaffirmed in y) the certificates required calculation of Adjusted Tangible Common Equity continues to be delivered pursuant accurate in all material respects and continues to Section 8.2(c))conform to the requirements of this Agreement and (z) and the estimated accruals for amounts earned under Valley’s Incentive Compensation Plan continue to represent Valley’s good faith estimate of such amounts.

Closing Financial Statements. At least eight five Business Days prior to the Effective TimeTime of the Merger, Seller Napa shall provide Buyer Parent and Bank with SellerNapa’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries Napa as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and SellerNapa’s consolidated results of operations, cash flows, and shareholders’ equity operations for the period from January 1, 2021, 2017 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the 15th day seventh Business Day of the month, Seller Napa shall have provided consolidated financial statements as of and through the second month preceding the Effective TimeTime of the Merger. Such Closing Financial Statements financial statements shall consist of a balance sheet and income statement and shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirementsrequirements (excluding notes), and reflect all period-end accruals and other adjustments, except subject to the other requirements of this Agreement including the final sentence of this Section 6.22 below. Such financial statements shall be accompanied by a certificate of Napa’s Chief Executive Officer and Chief Financial Officer, dated as of the Effective Time, to the effect that such Closing Financial Statements may omit financial statements continue to reflect accurately, as of the footnote disclosure required by GAAPdate of the certificate, the financial condition of Napa in all material respects. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) also reflect accruals or estimates for all fees, costs and expenses Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated and shall be accompanied by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of SellerNapa’s chief financial officerChief Executive Officer and Chief Financial Officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, 6.22. Napa shall also provide a Closing Financial Statement updated as of the date Effective Time along with the certification of such certificate, the consolidated financial condition, results of operations, cash flows Napa’s Chief Executive Officer and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))Chief Financial Officer.

Closing Financial Statements. At least eight Business Days prior (a) No later than 60 calendar ---------------------------- days after the Closing Date, the Purchaser will cause to be prepared and delivered to the Effective TimeSeller, Seller at the Purchaser's expense, an audited consolidated balance sheet of Polymetrics as of the Closing Date, as well as the audited statement of operations and audited statement of cash flows of Polymetrics for the period beginning on May 31, 1995 and ending on the Closing Date (and the related worksheets, working papers, notes and schedules thereto) (the "Closing ------- Financial Statements"), together with an unqualified report of KPMG Peat Marwick -------------------- ("KPMG") thereon, and a certificate of the Purchaser based on such Closing ---- Financial Statements setting forth the Purchaser's calculation of Closing Stockholder's Equity. The Purchaser shall cause KPMG to provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its accountants with access to KPMG's audit working papers relating to the Closing Financial Statements. The Closing Financial Statements shall (v) fairly present the consolidated financial position of Polymetrics and the Subsidiaries as of the Closing Date, as well as the results of operations and changes in cash flows of Polymetrics and the Subsidiaries for the period beginning on May 31, 1995 and ending at the close of business on the last day Closing Date in accordance with GAAP applied on a basis consistent with the preparation of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Unaudited Financial Statements”); provided, that if (w) include line items substantially consistent with those in the Effective Time occurs on or before the 15th day of the monthUnaudited Financial Statements, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been (x) be prepared in accordance with GAAP accounting policies and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit practices consistent with those used in the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as preparation of the date of such Closing Unaudited Financial Statements, (ay) accruals or estimates not include any adjustments for all fees, costs items set forth on Section 3.06(b) of the Seller Disclosure Schedule and expenses incurred or expected to (z) include adjustments (in amounts appropriate as of the Closing Date) for items which the Purchaser and the Seller agree should be incurred (whether or not doing so is reflected in accordance with GAAP) in connection (directly or indirectly) with GAAP on the transactions contemplated by this AgreementDecember 31, (b) the capital ratios 1994 financial statements, which items are set forth in Section 8.2(f), (c) on Schedule 2.04 hereto. With regard to the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery preparation of the Closing Financial Statements, neither the Purchaser nor KPMG shall take into account any facts or events that occurred subsequent to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, Closing Date. "Closing Stockholder's --------------------- Equity" means the consolidated financial condition, results of operations, cash flows and shareholders’ stockholder's equity of Seller Polymetrics and the ------ Subsidiaries as shown on the Closing Financial Statements computed in accordance with the methodology set forth in Schedule 2.05(b); provided, however, that in -------- ------- calculating such stockholder's equity, all material respects (which certification intercompany accountings addressed in Section 5.02(a) shall be reaffirmed treated in the certificates required to be delivered pursuant to Section 8.2(c))manner provided therein.

Closing Financial Statements. At least eight five Business Days prior to the Effective TimeTime of the Merger, Seller each party shall provide Buyer the other party with Seller’s consolidated its financial statements presenting the its financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Seller’s consolidated its results of operations, cash flows, and shareholders’ equity operations for the period from January 1, 2021, 2021 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the 15th day seventh Business Day of the month, Seller the parties shall have provided consolidated financial statements as of and through the second month preceding the Effective TimeTime of the Merger. Such Closing Financial Statements financial statements shall consist of a balance sheet and income statement and shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirementsrequirements (excluding footnotes), and reflect all material period-end accruals and other adjustments, except subject to the other requirements of this Agreement including the final sentence of this Section 6.22 below. Such financial statements shall be accompanied by a certificate of the parties respective Chief Executive Officer and Chief Financial Officer, dated as of the Effective Time, to the effect that such Closing Financial Statements may omit financial statements continue to reflect accurately, as of the footnote disclosure required by GAAPdate of the certificate, the financial condition of he party’s in all material respects. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) also reflect accruals or estimates for all fees, costs and expenses Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated and shall be accompanied by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Sellerthe party’s chief financial officerChief Executive Officer and Chief Financial Officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, 6.22. Each party shall also provide a Closing Financial Statement updated as of the date Effective Time along with the certification of such certificate, the consolidated financial condition, results of operations, cash flows ARB’s Chief Executive Officer and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))Chief Financial Officer.

Closing Financial Statements. At least eight Business Days prior to Not later than 60 days after the Effective Timeclosing Date, Seller shall provide Buyer with Seller’s consolidated financial statements presenting cause to be prepared the financial condition of Seller and its Subsidiaries as balance sheet of the close of business on Business at the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operationsClosing Date, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory generally accepted accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required consistently applied by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is Seller in accordance with GAAP) past practice for the financial statements described in connection Section 3.1.6 hereto. Such balance sheet shall specifically identify all assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Purchaser hereunder. Seller shall cause Gxxxx Xxxxxxxx, its independent accountants (directly or indirectly) "Seller's Auditors"), to review such financial statements in accordance with the transactions contemplated by this Agreement, (b) most current "review" provisions of the capital ratios set forth in Section 8.2(f), (c) Accounting and Review Services Committee of the asset quality metrics set forth in Section 8.2(d)American Institute of Certified Public Accountants, and (d) a certificate of Seller’s chief financial officerto issue, dated as of the date of such delivery of soon as practicable but in any event not later than 60 days after the Closing Financial StatementsDate, its report thereon to Seller and Purchaser to the effect that such financial statements meet present fairly the requirements financial position of this Section 7.13 and continue to reflect accurately, the Business as of the Closing Date, in conformity with generally accepted accounting principles applied on a consistent basis. Such report shall also include a detailed schedule setting forth the calculation of the amount described in Section 1.3.1.(b) hereof and the Purchase Price and a statement to the effect that the Purchase Price was calculated in accordance with the provisions of this Agreement. In rendering the foregoing review and report, Seller's Auditors shall consult with Pricewaterhousecoopers, Purchaser's independent accountants ("Purchaser's Auditors"), and permit Purchaser's Auditors at the earliest practicable date to review the report of Seller's Auditors, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Purchaser's Auditors shall commence its review of said work papers, schedules and calculations as soon as practicable after Seller's Auditors has completed the field work phase of its review. Any dispute which may arise between Seller and Purchaser as to such certificate, financial statements or the consolidated financial condition, results proper amount of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification the Purchase Price shall be reaffirmed resolved in the certificates required to be delivered pursuant to Section 8.2(c)).following manner:

Closing Financial Statements. At least eight Business Days prior (a) Sellers, Buyer and the Company shall cause Del Conte, Hyde, Axxxxxx & Sxxxxx, P.C., an independent certified public accountant, to audit or review, as Buyer may in its sole discretion request, the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting and records of the financial condition of Seller and its Subsidiaries Company for the period ending as of the close of business on the last day of before the last month ended prior Closing Date with respect to the Effective Time Company and Seller’s consolidated results of operationsits income, cash flowsassets, properties, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Timeoperations. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such The Closing Financial Statements shall be accompanied by, as properly and accurately prepared in accordance with generally accepted accounting principles applied consistently with past practices and shall fairly and accurately represent the financial condition and results of operations of the date Company. The Company shall pay all of the accounting and tax preparation expenses related to items prepared for the Company including the Financial Statements for the fiscal year ending June 30, 2006 and the Closing Financial Statements and final income tax returns. Such payment shall not be part of the expenses described in Section 15; provided that the costs for preparing the Financial Statements for the fiscal year ending June 30, 2006 and any income tax returns required for such period shall be accrued on the Closing Financial Statements, (a) accruals or estimates . Buyer shall pay for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) cost for the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery preparation of the Closing Financial StatementsStatements and final tax returns. In the event that the shareholders’ equity reflected in the Closing Financial Statements is less than $30 million on, the Purchase Price shall be decreased by the amount of the Equity Shortfall; provided that, after the Closing, Sellers shall remit the amount of the Equity Shortfall to Buyer within ten (10) days after calculation of the Equity Shortfall or, if Sellers fail to do so, Buyer, in its discretion, may deduct the amount of such Equity Shortfall from the Holdback or may offset the amount due from Sellers against any amounts due to Sellers as a result of Section 9.5 or any other provision of this Agreement. For avoidance of doubt, in the event that the financial results of any Affiliates of Sellers or of the Company, including but not limited to the effect that such financial statements meet owners of the requirements real property underlying any of the Facilities, are consolidated with those of the Company, the shareholders’ equity and the Equity Shortfall, for purposes of this Section 7.13 and continue to reflect accurately9.2, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in calculated as if the certificates required to be delivered pursuant to Section 8.2(c))financial results were not consolidated and the Closing Financial Statements shall represent only the Company’s financial results and financial position.

Closing Financial Statements. At least eight Business Days prior As soon as reasonably practicable following the Closing Date, and in any event no later than December 10, 2007, the Buyer shall cause the Transferred Subsidiaries to prepare and deliver to the Seller (a) the Closing Financial Statements, (b) a complete and detailed list of the inventory of the Transferred Subsidiaries taken from the books and records of the Transferred Subsidiaries as of the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting listed by inventory item, item quantity and item value in U.S. Dollars (the financial condition “Inventory Report”) and (c) a complete and detailed list of Seller the accounts receivable of the Transferred Subsidiaries taken from the books and its records of the Transferred Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time Time, listed by account number, counterparty and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time value in U.S. Dollars (the “Closing Financial StatementsAccounts Receivable Report”); provided. Subject to the confidentiality provisions of Section 6.3(a) hereof, that if the Effective Time occurs on Buyer shall permit ESCO and its accountants to review promptly upon request, on-site at the Transferred Subsidiaries or before otherwise, during normal business hours at ESCO’s sole discretion, all records reasonably necessary for the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required evaluation by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date ESCO of such Closing Financial Statements, (a) accruals or estimates for all fees, costs Inventory Report and expenses incurred or expected Accounts Receivable Report and to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date take copies of such delivery records. The Buyer shall in no way influence the preparation of the Closing Financial Statements, to the effect that Statements and such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification Closing Financial Statement shall be reaffirmed prepared by the Transferred Subsidiaries in accordance with past practices. Except for acts of willful misconduct of Buyer (excluding the certificates required Transferred Subsidiaries) or where Buyer directed the Transferred Subsidiaries to be engage in willful misconduct, neither the Buyer nor the Transferred Subsidiaries shall have any liability to ESCO or the Seller for the Closing Financial Statements delivered pursuant to this Section 8.2(c))2.4.

Closing Financial Statements. At least eight five (5) Business Days prior to the Effective Time, Seller the Company shall provide Buyer Parent with Sellerthe Company’s unaudited consolidated financial statements balance sheet presenting the financial condition of Seller the Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Balance Sheet Date”) and Sellerthe Company’s unaudited consolidated results statement of operations, cash flows, and shareholders’ equity income for the period from January 1, 2021, 2006 through the close of business on the last day of the last month ended prior to the Effective Time Closing Balance Sheet Date (the “Closing Financial Statements”); provided, however, that if the Effective Time occurs has been scheduled to occur on or before the 15th day fifth (5th) Business Day of the a calendar month, Seller the Company shall have provided consolidated financial statements such Closing Financial Statements as of and through the end of the second (2nd) month immediately preceding the Effective TimeTime and, in that event, the Closing Balance Sheet Date shall be the last day of such second (2nd) month immediately preceding the Effective Time and the related statement of income will be for the period from January 1, 2006 to such Closing Balance Sheet Date. Except as hereinafter provided in this Section 6.06, the Closing Financial Statements shall in all material respects be in accordance with GAAP for unaudited interim financial information and such Company Financial Statements shall contain all adjustments (consisting principally of normal recurring adjustments and accruals) necessary to present fairly, in all material respects, the consolidated balance sheet and operating results of the Company and its Subsidiaries as of and for the period ended on the Closing Balance Sheet Date. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and also reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated and shall be accompanied by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Sellerthe Company’s chief financial officerChief Financial Officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))6.06.

Closing Financial Statements. At least eight Business Days prior to the Effective TimeTime of the Merger, Seller IAB shall provide Buyer BCB with Seller’s IAB's consolidated financial statements presenting the financial condition of Seller IAB and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Seller’s IAB's consolidated results of operations, cash flows, and shareholders’ ' equity for the period from January 1, 2021, 2017 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “"Closing Financial Statements”"); provided, that if the Effective Time of the Merger occurs on or before the 15th day Business Day of the month, Seller IAB shall have provided consolidated financial statements as of and through the second month preceding the Effective TimeTime of the Merger. Such Closing Financial Statements financial statements shall be accompanied by a certificate of IAB's chief financial officer, dated as of the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of IAB in all material respects. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, also reflect as of the date of such Closing Financial Statements, their date: (a) accruals or estimates for all fees, costs fees and expenses directly incurred or expected to be directly incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this AgreementAgreement (collectively, the "Transaction Expenses"); (b) the capital ratios Closing Tangible Common Equity (provided, that for purposes of determining the Closing Tangible Common Equity, the Transaction Expenses shall be excluded from such determination); (c) all fees and Liabilities paid and accrued and payable with respect to, and in connection with, the matters set forth in Section 8.2(f)7.16 of BCB's Disclosure Memorandum; and, (cd) the asset quality metrics set forth in Section 8.2(d8.2(e), and (d) shall be accompanied by a certificate of Seller’s IAB's chief financial officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 7.16 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ ' equity of Seller IAB in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c))respects.

Closing Financial Statements. At least eight Business Days prior to the Effective Time, Seller Southwest shall provide Buyer Simmons with SellerSouthwest’s consolidated financial statements presenting the financial condition of Seller Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and SellerSouthwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day Business Day of the month, Seller Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Concurrently with the delivery of the Closing Financial Statements Statements, Southwest shall provide Simmons with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, exclude as of the their date of such Closing Financial Statements, (a) fees and expenses and accruals or estimates for all fees, costs fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, . The Closing Financial Statements shall include (ba) the capital ratios set forth in Section 8.2(f), 8.2(g) (cbut excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(d8.2(e), and (d) shall be accompanied by a certificate of SellerSouthwest’s chief financial officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.13 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller Southwest in all material respects and (which certification shall be reaffirmed ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the certificates required to be delivered pursuant to Section 8.2(c))transactions contemplated by this Agreement.

Closing Financial Statements. At least eight Business Days prior to the Effective Time, Seller Reliance shall provide Buyer Xxxxxxx with SellerReliance’s consolidated financial statements presenting the financial condition of Seller Reliance and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and SellerReliance’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, 2018 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day 17th Business Day of the month, Seller Reliance shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements financial statements shall be accompanied by a certificate of Reliance’s chief financial officer, dated as of the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Reliance in all material respects. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, also reflect as of the their date of such Closing Financial Statements, (a) accruals or estimates for all feesthose Transaction Expenses that have been accrued up to, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with including, the transactions contemplated by this Agreementdate of the Closing Financial Statements, (b) the capital ratios set forth in Section 8.2(f8.2(g), and (c) the asset quality metrics set forth in Section 8.2(d), 8.2(e) and (d) shall be accompanied by a certificate of SellerReliance’s chief financial officer, dated as of the date of such delivery of the Closing Financial StatementsEffective Time, to the effect that such financial statements meet the requirements of this Section 7.13 7.15 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller Reliance in all material respects (which certification respects. Notwithstanding anything herein to the contrary, the ratios set forth in Sections 8.2(e) and 8.2(g) shall be reaffirmed computed by adding back those Transaction Expenses that have been accrued up to, and including, the date of the Closing Financial Statements as if such Transaction Expenses had not been incurred. A schedule setting forth such Transaction Expenses in reasonable detail shall accompany the certificates required to be delivered pursuant to Section 8.2(c))delivery of the Closing Financial Statements.

Closing Financial Statements. At least eight Business Days (a)As promptly as practicable following the Closing Date, but in no event later than 60 days after the Closing Date, Sellers shall prepare and submit to Buyer a statement of earnings of the Company (the "Closing Earnings Statement") for the period beginning on October 1, 1998 and ending as of the Effective Time (such period, hereinafter the "Closing Statement Period") and the related balance sheet dated the Closing Date (collectively, the "Closing Financial Statements") in accordance with the provisions of this Section. The Closing Financial Statements shall be prepared in accordance with generally accepted accounting principles (the "Accounting Principles"), provided further, that the following shall apply: (i) [Reserved] (ii) the Closing Financial Statements shall not include the Excluded Assets or Excluded Liabilities but shall include the Field Office Assets and the Field Office Liabilities; provided, however, that the exclusion of such items shall have no impact on the Closing Earnings Statement and instead shall be taken directly to equity on the balance sheet (likewise, if a sale of the Winter Springs, Florida Property shall occur prior to the Effective Time, Seller any gain or loss on the sale will not affect the Closing Earnings Statement); (iii) the Closing Financial Statements shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries not reflect as a liability or asset any Taxes arising as a result of the close Section 338(h)(10) Election; provided, however, that the exclusion of business such items shall have no impact on the last day Closing Earnings Statement and instead shall be taken directly to equity on the balance sheet; (iv) the Closing Financial Statements shall reflect as a liability or asset only 40% of the last month ended prior amounts related to the Effective Time and Seller’s consolidated results claim for refund of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business Missouri sales/use taxes described on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”Schedule 2.9(a)(iv); provided, however, that if the Effective Time occurs on or before the 15th day exclusion of the month, Seller such items shall have provided consolidated financial statements as of no impact on the Closing Earnings Statement and through instead shall be taken directly to equity on the second month preceding balance sheet; (v) despite the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except fact that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, dated as of the date Closing Date, the Closing Financial Statements shall be based on the existing accounting calendar cutoff dates of such the Company, permitting cutoff adjustments of a few days consistent with past practices; and (vi) [reserved] (vii) exceptions shall be made to generally accepted accounting principles in order to accommodate the Company's practices as reflected on the June 30, 1999 Financial Statements, and other agreed accounting methods and practices shall be applied, with respect to the subject matter of the accounting principles listed on Schedule 2.6(a). (b) After the submission of the Closing Financial Statements to Buyer as provided in Section 2.6(a), Sellers shall use their best efforts to provide Buyer and its representatives with reasonable access to worksheets, schedules and other working papers utilized in preparing the Closing Financial Statements. In the event either Party disputes the Closing Financial Statements, such Party shall provide written notice (aa "Notice of Dispute") accruals or estimates for specifying in reasonable detail all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) points of disagreement with the transactions contemplated by this Agreement, (b) Closing Financial Statements to the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery other Party within 30 days after receipt of the Closing Financial Statements; provided, however, that neither Party shall dispute, except as necessary to correct mathematical errors or undisputed omissions of amounts in the books and records of the Company, either: (i) any of the Estimates at Completion reflected on the Financial Statements; or (ii) any amounts with respect to real property or other fixed assets reflected on the balance sheet (or to the effect that estimated useful lives of such financial statements meet assets), except to the requirements extent required to reflect, in accordance with the Accounting Principles, depreciation and amortization of such assets or additions to or disposals of such assets. If neither Party delivers a Notice of Dispute within such 30-day period, then the Closing Financial Statements as delivered by Sellers shall be final for purposes of Section 2.7 hereof. If either Party delivers a Notice of Dispute within such 30-day period, Buyer and Sellers shall endeavor in good faith to resolve all specified points of disagreement within 15 days of receipt of the Notice of Dispute. If the dispute is not resolved within such 15-day period, either or both Parties may refer the dispute to a partner in Xxxxxx Xxxxxxxx LLP (the "Arbiter"), as arbitrator to finally determine, as soon as practicable, and in any event within 20 days after such referral, all points of disagreement with respect to the Closing Financial Statements. The Arbiter shall resolve the issues in dispute but shall not otherwise address issues in the Closing Earnings Statement nor perform any audit thereof. For purposes of such arbitration, each Party shall submit proposed Closing Financial Statements to the Arbiter and to the other Party, accompanied by such additional information explaining such Party's position with respect to the Closing Earnings Statement as it desires to submit. Each Party shall, at the time of such submission, be free to revise positions they have maintained in prior drafts of the Closing Financial Statements and related discussion, but the Parties shall not be permitted to further modify their proposed Closing Financial Statements once these are submitted to the Arbiter. The Party initiating the arbitration shall submit any revised Closing Earnings Statement no later than 5 days after such referral. The non- initiating Party shall have 10 days after such referral to submit its revised Closing Earnings Statement in response. The Arbiter shall apply the terms of this Section 7.13 2.6, and continue to reflect accuratelyshall otherwise conduct the arbitration under such procedures as the Parties may agree or, as failing such agreement, under the Commercial Arbitration Rules of the date American Arbitration Association. The fees and expenses of the arbitration and the Arbiter incurred in connection with the arbitration of the Closing Earnings Statement shall be allocated between the Parties by the Arbiter in proportion to the extent either Party did not prevail on the points of disagreement in the Closing Earnings Statement, such certificateallocation to be based on the pro rata division of the aggregate amounts in dispute in connection with such points of disagreement; provided, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2.6, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification other Party's outside counsel or accounting fees. All determinations by the Arbiter shall be reaffirmed final, conclusive and binding with respect to the Closing Earnings Statement and the allocation of arbitration fees and expenses. (c)Buyer agrees, at its sole but reasonable cost and expense, to cause the Company to fully cooperate with and assist Sellers' in the certificates required preparation of the Closing Financial Statements and in the conduct of resolving any points of disagreement referred to be delivered pursuant in Section 2.6(b), including without limitation, making available to Sellers to the extent requested all books, records, work papers and personnel, subject to the provisions of Section 8.2(c))7.2 hereof. 2.7.