Common use of Updated Financial Information Clause in Contracts

Updated Financial Information. (a) From the date of this Agreement until the Closing Date or the termination of this Agreement pursuant to ARTICLE 7, and subject to Section 5.24(c), Seller will provide to Purchaser (i) at the same time that it receives such materials from the Bank, copies of all future monthly managerial financial packages of the type included in Section 1.3 of the Dataroom and (ii) as promptly as practicable, but in no event later than the thirtieth (30th) day following the end of the relevant quarter-end month, copies of all future Bank Call Reports. Each of the quarterly unaudited consolidated financial statements contained in the Bank Call Reports delivered pursuant to the foregoing clause (ii) will fairly present in all material respects the consolidated financial position of the Bank and its Subsidiaries, as of the dates thereof, and their respective results of operations and cash flows for the periods then ended, in each case, in conformity with GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) applied on a consistent basis (except as may be indicated in the notes thereto). (b) If requested by Purchaser, and subject to Section 5.24(c), Sellers will prepare Carveout Financial Statements as promptly as practicable after January 1, 2022. Sellers shall keep Purchasers reasonably informed on a current basis regarding the preparation of such Carveout Financial Statements. For purposes of this Agreement, “Carveout Financial Statements” means (a) a consolidated balance sheet for the Bank and the Transferred Subsidiaries (taking into account the Excluded Assets and Liabilities Transfer) as of December 31, 2021, and the related consolidated statements of comprehensive income for the year ended December 31, 2021, and (b) a consolidated balance sheet for Bank and the Transferred Subsidiaries (taking into account the Excluded Assets and Liabilities Transfer) as of the end of each fiscal quarter subsequent to December 31, 2021, and the related consolidated statements of income for the fiscal year-to-date period then ended. The Carveout Financial Statements will be prepared on a consistent basis as the carveout financial statements included in Section 1.3 of the Dataroom. If Purchaser is required to file financial statements related to the acquired business of the Bank and the Transferred Subsidiaries after the Closing for SEC reporting purposes (including pursuant to Item 9.01 of Form 8-K), then at the request of Purchaser, prior to Closing, Sellers shall, and shall cause the Bank and the Transferred Subsidiaries to, assist the Purchaser with the preparation of the financial statements and financial information required by the applicable requirements of Regulation S-X promulgated by the SEC, including by facilitating the audit or review, as required, of such financial statements and financial information by the Bank’s independent auditors in accordance with applicable Law and auditing standards; provided that Purchaser shall reimburse Seller for all reasonable, documented out-of-pocket expenses of the Bank’s independent auditors in connection with such audit or review.