Conforming Accounting Adjustments. HBI and each of its Subsidiaries shall, if requested by TCB, consistent with GAAP, immediately prior to Closing, make such accounting entries as TCB may reasonably request in order to conform the accounting records of HBI and each of its Subsidiaries to the accounting policies and practices of TCB; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any Law, rule or regulation applicable to HBI or any of its Subsidiaries, or (d) be an acknowledgment by HBI or any of its Subsidiaries (i) of any adverse circumstances for purposes of determining whether the conditions to TCB’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to TCB’s obligations under this Agreement set forth in Section 8.07.
Conforming Accounting Adjustments. GNB shall, if requested by Texas United, consistent with GAAP, immediately prior to Closing, make such accounting entries as Texas United may reasonably request in order to conform the accounting records of GNB to the accounting policies and practices of Texas United. No such adjustment shall of itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by GNB (i) of any adverse circumstances for purposes of determining whether the conditions to Texas United’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to Texas United’s obligations under this Agreement set forth in Section 10.3 hereof or (iii) that such adjustment has any bearing on the number of shares of Texas United Common Stock issuable hereunder. No adjustment required by Texas United shall (a) require any prior filing with any governmental agency or regulatory authority or (b) violate any law, rule or regulation applicable to GNB.
Conforming Accounting Adjustments. The Company shall, if requested by Prosperity, consistent with GAAP, immediately prior to Closing, make such accounting entries as Prosperity may reasonably request in order to conform the accounting records of the Company to the accounting policies and practices of Prosperity. No such adjustment shall of itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by the Company (i) of any adverse circumstances for purposes of determining whether the conditions to Prosperity’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to Prosperity’s obligations under this Agreement set forth in Section 10.3 hereof or (iii) that such adjustment has any bearing on the number of shares of Prosperity Common Stock issuable hereunder. No adjustment required by Prosperity shall (a) require any prior filing with any governmental agency or regulatory authority or (b) violate any law, rule or regulation applicable to Company.
Conforming Accounting Adjustments. FBC and the Bank shall, if requested by FFIN, consistent with GAAP, immediately prior to Closing, make such accounting entries as FFIN may reasonably request in order to conform the accounting records of FBC and the Bank to the accounting policies and practices of FFIN; provided, however, that no such adjustment shall (a) constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement (except to the extent that a certain representation, warranty, covenant or other provision is breached and thus, requires the adjustment), (b) require any prior filing with any governmental agency or regulatory authority, (c) violate any law, rule or regulation applicable to FBC or the Bank, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by FBC or the Bank (i) of any adverse circumstances for purposes of determining whether the conditions to FFIN’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to FFIN’s obligations under this Agreement set forth in Section 8.09 or (c) that such adjustment has any bearing on the Merger Consideration.
Conforming Accounting Adjustments. BOHI xxxll, if requested in writing by IBG, consistent with GAAP, RAP and applicable banking laws and regulations, immediately before Closing, make such accounting entries as BOHI xxx reasonably request in order to conform the accounting records of BOHI xx the accounting policies and practices of IBG. No such adjustment by BOHI xx Bank of Houston shall of itself constitute or be deemed to be a breach, violation or 45 failure by BOHI xx Bank of Houston to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or constitute grounds for termination of this Agreement by IBG or be an acknowledgment by BOHI xx any adverse circumstances for purposes of determining whether the conditions to IBG’s obligations under this Agreement have been satisfied, nor will any such adjustment affect the calculation of the Tangible Book Value under Section 8.07. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence by BOHI, Xxnk of Houston or their respective management with any such adjustments.
Conforming Accounting Adjustments. Legacy shall, if requested in writing by Prosperity, consistent with GAAP and applicable banking Laws immediately before Closing, make such accounting entries as Legacy may reasonably request in order to conform the accounting records of Legacy to the accounting policies and practices of Prosperity. No such adjustment by Legacy or any Legacy Subsidiary shall of itself constitute or be deemed to be a breach, violation or failure by Legacy or any Legacy Subsidiary to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or constitute grounds for termination of this Agreement by Prosperity or be an acknowledgment by Legacy of any adverse circumstances for purposes of determining whether the conditions to Prosperity’s obligations under this Agreement have been satisfied. The recording of any such adjustments in accordance with this Section 5.14 shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence by Legacy, any Legacy Subsidiary or their respective management with any such adjustments.
Conforming Accounting Adjustments. GBNK shall, if requested in writing by IBG, consistent with GAAP and applicable banking Laws immediately before Closing, make such accounting entries as GBNK may reasonably request in order to conform the accounting records of GBNK to the accounting policies and practices of IBG. No such adjustment by GBNK or any GBNK Subsidiary shall of itself constitute or be deemed to be a breach, violation or failure by GBNK or any GBNK Subsidiary to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or constitute grounds for termination of this Agreement by IBG or be an acknowledgment by GBNK of any adverse circumstances for purposes of determining whether the conditions to IBG’s obligations under this Agreement have been satisfied. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence by GBNK, any GBNK Subsidiary or their respective management with any such adjustments.
Conforming Accounting Adjustments. If requested by FNBC, SIBC will (and will cause SI Bank to), consistent with GAAP, immediately prior to Closing, make such accounting entries as FNBC may reasonably request to conform the accounting records of SIBC and SI Bank to the accounting policies and practices of FNBC and First NBC Bank, respectively; provided, however, that no such entries need be made until FNBC shall have irrevocably certified to SIBC that all conditions set forth in Article IX to the obligations of FNBC to consummate the transactions contemplated hereby have been satisfied or, where permissible, waived. No such adjustment will by itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by SIBC or SI Bank of any adverse circumstances for purposes of determining whether the conditions to FNBC’s obligations under this Agreement have been satisfied or that such adjustment has any bearing on the consideration to be paid to the shareholders of SIBC. No adjustment required by FNBC will require any prior filing with any Governmental Authority or violate any Legal Requirement applicable to SIBC or SI Bank.
Conforming Accounting Adjustments. MetroCorp shall, if requested by East West, consistent with GAAP, immediately before Closing, make such accounting entries as East West may reasonably request in order to conform the accounting records of MetroCorp to the accounting policies and practices of East West. No such adjustment shall of itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by MetroCorp (a) of any adverse circumstances for purposes of determining whether the conditions to East West’s obligations under this Agreement have been satisfied or (b) that such adjustment is required for purposes of determining satisfaction of the condition to East West’s obligations under this Agreement set forth in Section 10.3 hereof. No adjustment required by East West shall (x) require any prior filing with any governmental agency or regulatory authority, (y) violate any law, rule or regulation applicable to MetroCorp or (z) have any effect on the Merger Consideration.
Conforming Accounting Adjustments. If requested by BFST, TCBI will and will cause Texas Citizens Bank to, consistent with GAAP, immediately prior to Closing, make such accounting entries as BFST may reasonably request to conform the accounting records of TCBI and Texas Citizens Bank to the accounting policies and practices of BFST and b1BANK, respectively. No such adjustment will by itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by TCBI or Texas Citizens Bank of any adverse circumstances for purposes of determining whether the conditions to BFST’s obligations under this Agreement have been satisfied or that such adjustment has any bearing on the Merger Consideration. No adjustment required by BFST will require any prior filing with any Governmental Authority or violate any Legal Requirement applicable to TCBI or Texas Citizens Bank.
