Access by Purchaser. Upon execution of this Agreement, Sellers shall provide Purchaser and its representatives, accountants and counsel reasonable access during normal business hours and upon five (5) Business Days' notice to Sellers to the Facilities, Consumer Bank Employees, Consumer Bank Related Employees, depository records, Loan files, and all other documents and other information concerning the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that a representative of Sellers shall be permitted to be present at all times and provided further that with respect to information concerning Consumer Bank Employees and Consumer Bank Related Employees, Sellers' sole obligation shall be to provide Purchaser with information concerning the name, position, date of hire and salary of the Consumer Bank Employees and Consumer Bank Related Employees and Sellers shall not be required to provide Purchaser with access to or copies of any personnel files or other individualized employee files or documents, all of which shall remain the sole property of Sellers. Notwithstanding the foregoing, in no event shall Sellers be required to provide (a) any information which Sellers, in their sole discretion deem proprietary, including without limitation, any Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) any information which is protected by the attorney-client privilege, or (c) their or any of their Affiliates' tax returns.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Independent Bank Corp)
Access by Purchaser. Upon execution of this Agreement, Sellers shall provide Purchaser and its representatives, accountants and counsel reasonable access during normal business hours and upon five one (51) Business Days' Days notice to Sellers to the Facilities, Consumer Bank Business Employees, Consumer Bank Additional Employees, Business Related Employees, depository records, Loan files, books and records and all other documents and other information concerning relating to the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that a representative of Sellers shall be permitted to be present at all times and provided further that with respect to information concerning Consumer Bank Business Employees, Additional Employees and Consumer Bank Business Related Employees, Sellers' sole obligation shall be to provide Purchaser with information concerning the name, position, date of hire and salary of the Consumer Bank Business Employees, Additional Employees and Consumer Bank Business Related Employees and Sellers shall not be required to provide Purchaser with access to or copies of any personnel files or other individualized employee files or documents, all of which shall remain the sole property of Sellers. Notwithstanding the foregoing, in no event shall Sellers be required to provide (a) any information that is not available from Persons who are not Affiliates of Sellers on commercially reasonable terms which Sellers', in their sole discretion discretion, deem proprietary, including without limitation, any Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) any information which is protected by the attorney-client privilege, or (c) their its or any of their its Affiliates' tax returns.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sovereign Bancorp Inc)
Access by Purchaser. Upon execution of this Agreement, Sellers Seller shall provide Purchaser and its representatives, accountants and counsel reasonable access during normal business hours and upon five (5) Business Days' notice to Sellers Seller to the Facilities, Consumer Bank Employees, Consumer Bank Related Employees, depository records, Loan files, and all other documents and other information concerning the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that a representative of Sellers Seller shall be permitted to be present at all times and provided further that with respect to information concerning Consumer Bank Employees and Consumer Bank Related Employees, Sellers' Seller's sole obligation shall be to provide Purchaser with information concerning the name, position, date of hire and salary of the Consumer Bank Employees and Consumer Bank Related Employees and Sellers Seller shall not be required to provide Purchaser with access to or copies of any personnel files or other individualized employee files or documents, all of which shall remain the sole property of SellersSeller. Notwithstanding the foregoing, in no event shall Sellers Seller be required to provide (a) any information which SellersSeller, in their its sole discretion deem deems proprietary, including without limitation, any Sellers' Seller's "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) any information information, which is protected by the attorney-client privilege, or (c) their its or any of their its Affiliates' tax returns.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Enterprise Bancorp Inc /Ma/)
Access by Purchaser. Upon execution of this Agreement, Sellers Sovereign shall use its commercially reasonable efforts to cause FNB to agree to provide Purchaser and its representatives, accountants and counsel reasonable access during normal business hours and upon five (5) Business Days' notice to Sellers FNB to the Facilities, Consumer Bank Employees, Consumer Bank Related Employees, depository records, Loan files, and all other documents and other information concerning the Facilities, the Cape Cod Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that a representative of Sellers FNB shall be permitted to be present at all times and provided further that with respect to information concerning Consumer Bank Employees and Consumer Bank Related Employees, Sellers' FNB's sole obligation shall be to provide Purchaser with information concerning the name, position, date of hire and salary of the Consumer Bank Employees and Consumer Bank Related Employees and Sellers FNB shall not be required to provide Purchaser with access to or copies of any personnel files or other individualized employee files or documents, all of which shall remain the sole property of SellersFNB. Notwithstanding the foregoing, in no event shall Sellers FNB be required to provide (a) any information which SellersFNB, in their its sole discretion deem deems proprietary, including without limitation, any Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) any information which is protected by the attorney-client privilege, or (c) their or any of their Affiliates' tax returns.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Independent Bank Corp)