Common use of Conforming Accounting Adjustments Clause in Contracts

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. FBC Cache and the Bank each of its Subsidiaries shall, if requested by FFINEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as FFIN EQBK may reasonably request in order to conform the accounting records of FBC Cache and the Bank each of its Subsidiaries to the accounting policies and practices of FFINEQBK; 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 lawLaw, rule or regulation applicable to FBC Cache or the Bankany of its Subsidiaries, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by FBC or the Bank Cache (i) of any adverse circumstances for purposes of determining whether the conditions to FFINEQBK’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to FFINEQBK’s obligations under this Agreement set forth in Section 8.09 8.08 or (c) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. FBC and the The Bank shall, if reasonably requested by FFINEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as FFIN EQBK may reasonably request in order to conform the accounting records of FBC and the Bank to the accounting policies and practices of FFINEQBK; 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 FBC Docking or the Bank, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by FBC Docking or the Bank (i) of any adverse circumstances for purposes of determining whether the conditions to FFINEQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to FFINEQBK’s obligations under this Agreement set forth in Section 8.09 8.09, or (ce) that such adjustment has any bearing on affect the calculation of the Special Dividend, Adjusted Equity, or the Per Share Merger Consideration.

Conforming Accounting Adjustments. FBC Community and the Bank each of its Subsidiaries shall, if requested by FFINEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as FFIN EQBK may reasonably request in order to conform the accounting records of FBC Community and the Bank each of its Subsidiaries to the accounting policies and practices of FFINEQBK; 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 lawLaw, rule or regulation applicable to FBC Community or the Bankany of its Subsidiaries, (d) adversely affect the calculation of Adjusted Equity, or (e) be an acknowledgment by FBC or the Bank Community (i) of any adverse circumstances for purposes of determining whether the conditions to FFINEQBK’s obligations under this Agreement have been satisfied, (ii) that such adjustment is required for purposes of determining satisfaction of the condition to FFINEQBK’s obligations under this Agreement set forth in Section 8.09 8.07 or (ciii) that such adjustment has any bearing on the Merger Consideration.

Conforming Accounting Adjustments. FBC Prairie and the Bank each of its Subsidiaries shall, if reasonably requested by FFINEQBK, consistent with GAAP, immediately prior to Closing, make such accounting entries as FFIN EQBK may reasonably request in order to conform the accounting records of FBC Prairie and the Bank each of its Subsidiaries to the accounting policies and practices of FFINEQBK; 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 FBC Prairie or the Bankany of its Subsidiaries, (d) adversely affect in any manner the calculation of Adjusted EquityMerger Consideration, or (ef) be an acknowledgment by FBC or the Bank Prairie (i) of any adverse circumstances for purposes of determining whether the conditions to FFINEQBK’s obligations under this Agreement have been satisfied, or (ii) that such adjustment is required for purposes of determining satisfaction of the condition to FFINEQBK’s obligations under this Agreement set forth in Section 8.09 or (c) that such adjustment has any bearing on the Merger Consideration8.08.