Common use of Reference Statement Clause in Contracts

Reference Statement. Annex B sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by Parent Seller and Seller Bank in cooperation with Purchaser and Purchaser Bank, on the same basis as is required for the Estimated Closing Statement and the Closing Statement, setting forth (i) an estimated illustrative consolidated balance sheet of Seller Bank as of September 30, 2021, (ii) a good faith illustrative calculation of the Tangible Common Equity of Seller Bank, as of September 30, 2021 and based on such reference balance sheet, and (iii) a good faith illustrative calculation of the Closing Purchase Price assuming a Closing Date prior to January 1, 2023.

Reference Statement. Annex B sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by Parent Seller and Seller Bank in cooperation with Purchaser and Purchaser Bank, on the same basis as is required for the Estimated Closing Statement and the Closing Statement, setting forth (i) an estimated illustrative consolidated balance sheet of Seller Bank as of September 30, 2021, (ii) a good faith illustrative calculation of the Tangible Common Equity of Seller Bank, as of September 30, 2021 and based on such reference balance sheet, and (iii) a good faith illustrative calculation of the Closing Purchase Price assuming a Closing Date prior to January 1, 2023.2023.‌