Common use of Conforming Accounting Adjustments Clause in Contracts

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. HBI RBI and each of its Subsidiaries shall, if reasonably requested by TCBEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as TCB EQBK may reasonably request in order to conform the accounting records of HBI RBI and each of its Subsidiaries to the accounting policies and practices of TCBEQBK; 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 Law applicable to HBI RBI or any of its Subsidiaries, or (d) be an acknowledgment by HBI or any of its Subsidiaries RBI (i) of any adverse circumstances for purposes of determining whether the conditions to TCBEQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to TCBEQBK’s obligations under this Agreement set forth in Section 8.079.08.

Conforming Accounting Adjustments. HBI Xxxxx and each of its Subsidiaries shall, if reasonably requested by TCBEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as TCB EQBK may reasonably request in order to conform the accounting records of HBI Xxxxx and each of its Subsidiaries to the accounting policies and practices of TCBEQBK; 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 Law applicable to HBI Xxxxx or any of its Subsidiaries, or (d) be an acknowledgment by HBI or any of its Subsidiaries Xxxxx (i) of any adverse circumstances for purposes of determining whether the conditions to TCBEQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to TCBEQBK’s obligations under this Agreement set forth in Section 8.07.

Conforming Accounting Adjustments. HBI KBI and each of its Subsidiaries shall, if requested by TCBEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as TCB EQBK may reasonably request in order to conform the accounting records of HBI KBI and each of its Subsidiaries to the accounting policies and practices of TCBEQBK; 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 KBI or any of its Subsidiaries, or (d) be an acknowledgment by HBI or any of its Subsidiaries KBI (i) of any adverse circumstances for purposes of determining whether the conditions to TCBEQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to TCBEQBK’s obligations under this Agreement set forth in Section 8.078.08 or (iii) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. HBI KBC and each of its Subsidiaries shall, if requested by TCBEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as TCB EQBK may reasonably request in order to conform the accounting records of HBI KBC and each of its Subsidiaries to the accounting policies and practices of TCBEQBK; 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 KBC or any of its Subsidiaries, or (d) be an acknowledgment by HBI or any of its Subsidiaries KBC (i) of any adverse circumstances for purposes of determining whether the conditions to TCBEQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to TCBEQBK’s obligations under this Agreement set forth in Section 8.07.

Conforming Accounting Adjustments. HBI TBT and each of its Subsidiaries shall, if requested by TCBFFIN, consistent with GAAP, immediately prior to Closing, make such accounting entries as TCB FFIN may reasonably request in order to conform the accounting records of HBI TBT and each of its Subsidiaries to the accounting policies and practices of TCBFFIN; 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 authorityGovernmental Entity, (c) violate any Law, rule or regulation applicable to HBI TBT or any of its Subsidiaries, or (d) be an acknowledgment by HBI TBT or any of its Subsidiaries (i) of any adverse circumstances for purposes of determining whether the conditions to TCBFFIN’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to TCBFFIN’s obligations under this Agreement set forth in Section 8.07.