Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF agrees to afford CenterState and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState may reasonably request and HCBF shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBF’s privacy policy and, during such period, HCBF shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreement. (b) As promptly as reasonably practicable after they become available, HCBF will furnish to CenterState copies of the board packages distributed to the board of directors of HCBF or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF or any committee thereof relating to the financial performance and risk management of HCBF. (c) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF agrees to provide to CenterState (i) a copy of each report filed by HCBF or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBF’s monthly loan trial balance, and (iii) a copy of HCBF’s monthly statement of condition and profit and loss statement and, if requested by CenterState, a copy of HCBF’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable (d) No investigation by CenterState or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF to consummate the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Section 5.08, HCBF shall not be required to copy CenterState on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBF’s board of directors has been advised by counsel that such distribution to CenterState may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 3 contracts
Samples: Merger Agreement (CenterState Banks, Inc.), Merger Agreement (CenterState Banks, Inc.), Merger Agreement (HCBF Holding Company, Inc.)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this AgreementSubject to Section 5.21 hereof, upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, HCBF Sunshine agrees to afford CenterState and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFSunshine’s and its Subsidiaries’ Subsidiary’s books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState may reasonably request and HCBF Sunshine shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFSunshine’s privacy policy and, during such period, HCBF Sunshine shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF Sunshine and its Subsidiaries Subsidiary that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreement.
(b) As promptly soon as reasonably practicable after they become available, HCBF Sunshine will furnish to CenterState copies of the board packages distributed to the board of directors of HCBF Sunshine or any of its SubsidiariesSubsidiary, and minutes from the meetings thereof and all committees thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF Sunshine or any committee thereof relating to the financial performance and performance, operations, or risk management of HCBFSunshine.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Sunshine and CenterState will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting other Party and to report the general status of the ongoing operations of the other Party Sunshine and its Subsidiary and CenterState and its Subsidiaries, respectively. Without limiting the foregoing, HCBF Sunshine agrees to provide to CenterState (i) a copy of each report filed by HCBF Sunshine or any of its Subsidiaries Subsidiary with a Governmental AuthorityAuthority within three (3) Business Days following the filing thereof unless it is a confidential communication with a Governmental Authority and Sunshine is prohibited by Law from sharing such report, (ii) a copy of HCBFSunshine’s monthly loan trial balancebalance within one (1) Business Day of the end of the month, and (iii) a copy of HCBFSunshine’s monthly statement of condition and profit and loss statement within five (5) Business Days of the end of the month and, if requested by CenterState, a copy of HCBFSunshine’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed within two (2) Business Days of such request.
(d) Upon reasonable advance notice, Sunshine shall permit, and shall cause its Subsidiary to permit, CenterState or preparedan environmental consulting firm selected by CenterState, and at the sole expense of CenterState, to conduct such phase I or phase II environmental audits, studies and tests on real property currently owned, leased (to the extent permitted under the lease) or operated by Sunshine or its Subsidiary. CenterState shall indemnify Sunshine and its Subsidiary for all costs and expenses associated with returning the property of Sunshine and its Subsidiary, as applicable, to its previous condition.
(de) No investigation by CenterState or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF Sunshine set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF Sunshine to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF Sunshine shall not be required to copy give CenterState on any documents (including under Sections 5.08(a) and (b) herein) that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFSunshine’s board of directors has been advised by counsel that such distribution to CenterState may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFSunshine’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF Sunshine shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 3 contracts
Samples: Merger Agreement (Sunshine Bancorp, Inc.), Merger Agreement (CenterState Banks, Inc.), Merger Agreement (CenterState Banks, Inc.)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF NCC agrees to afford CenterState and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s NCC and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState may reasonably request and HCBF NCC shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFNCC’s privacy policy and, during such period, HCBF NCC shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF NCC and its Subsidiaries Subsidiaries, as applicable, that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreement.
(b) As promptly as reasonably practicable after they become available, HCBF NCC will furnish to CenterState copies of the board packages distributed to the board of directors of HCBF NCC or any of its SubsidiariesNBC, and minutes from the meetings thereof and all committees thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF NCC or any committee thereof relating to the financial performance and performance, operations, or risk management of HCBFNCC.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party NCC and CenterState will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting other Party and to report the general status of the ongoing operations of the other Party NCC and its Subsidiaries and CenterState and its Subsidiaries, respectively. Without limiting the foregoing, HCBF NCC agrees to provide to CenterState (i) a copy of each report filed by HCBF NCC or any of its Subsidiaries with a Governmental AuthorityAuthority unless it is a confidential communication with a Governmental Authority and NCC is prohibited by Law from sharing such report, (ii) a copy of HCBFNCC’s monthly loan trial balance, and (iii) a copy of HCBFNCC’s monthly statement of condition and profit and loss statement and, if requested by CenterState, a copy of HCBFNCC’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable.
(d) No investigation by CenterState either Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF either Party to consummate the transactions contemplated hereby.
(e) Notwithstanding anything to the contrary in this Section 5.08, HCBF Neither NCC nor CenterState shall not be required to copy CenterState on give the other Party any documents (including under Sections 5.08(a) and (b)) that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) information or any other matter that HCBFsuch party’s board of directors has been advised by counsel that such distribution to CenterState the other Party may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFsuch Party’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF each Party shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
(f) The Non-Disclosure Agreement dated as of September 13, 2018, entered into by and between CenterState and NCC (the “Confidentiality Agreement”) will remain in full force and effect following the date of this Agreement, whether or not the Merger occurs, in accordance with the terms thereof, and each of CenterState and NCC shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to this Agreement in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Merger Agreement (National Commerce Corp), Merger Agreement (CenterState Bank Corp)
Access; Current Information. (a) For Subject to Section 5.08(e), upon reasonable notice, as may be reasonable in light of Contagion Event Measures, and subject to applicable Laws, each of Buyer and Company, for the purposes of verifying the representations and warranties of the other party and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF agrees to afford CenterState to the other party and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s its and its Subsidiaries’ books, records (including, without limitation, Tax Returns and and, subject to the consent of the independent auditors, work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState such party may reasonably request and HCBF shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBF’s its privacy policy and, during such period, HCBF shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreementpolicy.
(b) As promptly soon as reasonably practicable after they become available, HCBF to the extent permitted by applicable Law, Company will furnish to CenterState Buyer copies of the board packages distributed to Company’s Board or the board of directors of HCBF its subsidiary bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF its Board or any committee thereof relating to the its financial performance and risk management of HCBFmanagement.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party Company will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party Buyer and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries. Without limiting the foregoing, HCBF Company agrees to provide to CenterState (i) Buyer, to the extent permitted by applicable Law, a copy of each report filed by HCBF it or any of its Subsidiaries with a Governmental AuthorityAuthority reasonably promptly following the filing thereof. During the period from the date of this Agreement to the Effective Time, (ii) a copy of HCBF’s monthly loan trial balance, and (iii) a copy of HCBF’s monthly statement of condition and profit and loss statement andeach party will promptly supplement or amend its Disclosure Schedule delivered in connection herewith with respect to any matter hereafter arising which, if requested by CenterStateexisting, a copy occurring or known at the date of HCBF’s daily statement of condition and daily profit and loss statementthis Agreement, would have been required to be set forth or described in each case, its Disclosure Schedule or which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicablenecessary to correct any information in its Disclosure Schedule which has been rendered materially inaccurate thereby.
(d) No investigation by CenterState a party or its representatives representatives, or updating of any Disclosure Schedule, shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF any party or its subsidiary bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby. Any investigation pursuant to this Section 5.08 and Section 5.16 shall be conducted in such manner as not to interfere unreasonably with the conduct of business of the other party or any of its Subsidiaries. The Company and Buyer will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.08, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents.
(e) Notwithstanding anything to the contrary in this Section 5.085.08 to the contrary, HCBF no party shall not be required to copy CenterState on provide the other with any documents that disclose confidential discussions of or information relating to this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFa party or its subsidiary bank’s board of directors has been advised by counsel that such distribution of which to CenterState the other party may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a its waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF each party shall use its commercially reasonable efforts to provide appropriate obtain such consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties parties will use commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other Charter and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF Charter agrees to afford CenterState and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFCharter’s and its Subsidiaries’ CharterBank’s books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as the CenterState may reasonably request and HCBF Charter shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFCharter’s privacy policy and, during such period, HCBF Charter shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF Charter and its Subsidiaries CharterBank that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreement.
(b) As promptly as reasonably practicable after they become available, HCBF Charter will furnish to CenterState copies of the board packages distributed to the board of directors of HCBF Charter or any of its SubsidiariesCharterBank, and minutes from the meetings thereof and all committees thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF Charter or any committee thereof relating to the financial performance and performance, operations, or risk management of HCBFCharter.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Charter and CenterState will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting other Party and to report the general status of the ongoing operations of the other Party Charter and CharterBank and CenterState and its Subsidiaries, respectively. Without limiting the foregoing, HCBF Charter agrees to provide to CenterState (i) a copy of each report filed by HCBF Charter or any of its Subsidiaries CharterBank with a Governmental AuthorityAuthority unless it is a confidential communication with a Governmental Authority and Charter is prohibited by Law from sharing such report, (ii) a copy of HCBFCharter’s monthly loan trial balance, and (iii) a copy of HCBFCharter’s monthly statement of condition and profit and loss statement and, if requested by CenterState, a copy of HCBFCharter’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable.
(d) No investigation by CenterState either Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF either Party to consummate the transactions contemplated hereby.
(e) Notwithstanding anything Charter shall provide to CenterState, any and all information received by Charter in connection with the contrary in this Section 5.08, HCBF ESOP Determination.
(f) Charter shall not be required to copy give CenterState on any documents (including under Sections 5.08(a) and (b)) that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) information or any other matter that HCBFCharter’s board of directors has been advised by counsel that such distribution to CenterState may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFCharter’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(g) shall apply, HCBF Charter shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp)
Access; Current Information. (a) For Subject to Section 5.08(e), upon reasonable notice and subject to applicable Laws, each of Buyer and Company, for the purposes of verifying the representations and warranties of the other party and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF agrees to afford CenterState to the other party and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s its and its Subsidiaries’ books, records (including, without limitation, Tax Returns and and, subject to the consent of the independent auditors, work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState such party may reasonably request and HCBF shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBF’s its privacy policy and, during such period, HCBF shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreementpolicy.
(b) As promptly soon as reasonably practicable after they become available, HCBF to the extent permitted by applicable Law, Company will furnish to CenterState Buyer copies of the board packages distributed to Company’s Board or the board of directors of HCBF its subsidiary bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF its Board or any committee thereof relating to the its financial performance and risk management of HCBFmanagement.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party Company will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party Buyer and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries. Without limiting the foregoing, HCBF Company agrees to provide to CenterState (i) Buyer, to the extent permitted by applicable Law, a copy of each report filed by HCBF it or any of its Subsidiaries with a Governmental AuthorityAuthority reasonably promptly following the filing thereof. During the period from the date of this Agreement to the Effective Time, (ii) a copy of HCBF’s monthly loan trial balance, and (iii) a copy of HCBF’s monthly statement of condition and profit and loss statement andeach party will promptly supplement or amend its Disclosure Schedule delivered in connection herewith with respect to any matter hereafter arising which, if requested by CenterStateexisting, a copy occurring or known at the date of HCBF’s daily statement of condition and daily profit and loss statementthis Agreement, would have been required to be set forth or described in each case, its Disclosure Schedule or which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicablenecessary to correct any information in its Disclosure Schedule which has been rendered materially inaccurate thereby.
(d) No investigation by CenterState a party or its representatives representatives, or updating of any Disclosure Schedule, shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF any party or its subsidiary bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby. Any investigation pursuant to this Section 5.08 and Section 5.16 shall be conducted in such manner as not to interfere unreasonably with the conduct of business of the other party or any of its Subsidiaries. The Company and Buyer will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information obtained pursuant to this Section 5.08, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents.
(e) Notwithstanding anything to the contrary in this Section 5.085.08 to the contrary, HCBF no party shall not be required to copy CenterState on provide the other with any documents that disclose confidential discussions of or information relating to this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFa party or its subsidiary bank’s board of directors has been advised by counsel that such distribution of which to CenterState the other party may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a its waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF each party shall use its commercially reasonable efforts to provide appropriate obtain such consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties parties will use commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 2 contracts
Samples: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF SWGB agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFSWGB’s and its Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF SWGB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFSWGB’s privacy policy and, during such period, HCBF SWGB shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF SWGB and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to SWGB and its authorized representatives such information as SWGB may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to SWGB in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF SWGB will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF SWGB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF SWGB or any committee thereof relating to the financial performance and risk management of HCBFSWGB.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF SWGB agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF SWGB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFSWGB’s monthly loan trial balance, and (iii) a copy of HCBFSWGB’s monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBFSWGB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. SWGB further agrees to provide FBMS, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to SWGB Disclosure Schedule 3.19, SWGB Disclosure Schedule 3.22(a), and SWGB Disclosure Schedule 3.22(b) that would be required if the references to November 30, 2019 in each corresponding representation and warranty of SWGB were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState FBMS and HCBF SWGB to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF SWGB shall not be required to copy CenterState FBMS on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary or confidential information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFSWGB’s board of directors has been advised by counsel that such distribution to CenterState FBMS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFSWGB’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF SWGB shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared summary disclosure of such matters or held by third parties (including work papers), the Parties will make other appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws. In no event shall SWGB provide FBMS any confidential supervisory information prepared by the regulators of SWGB or any SWGB subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Southwest Georgia Financial Corp), Merger Agreement (First Bancshares Inc /MS/)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other Charter and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF Charter agrees to afford CenterState and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFCharter’s and its Subsidiaries’ CharterBank’s books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as the CenterState may reasonably request and HCBF Charter shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFCharter’s privacy policy and, during such period, HCBF Charter shall furnish to CenterState, upon CenterState’s reasonable request, all such other information concerning the business, properties and personnel of HCBF Charter and its Subsidiaries CharterBank that is substantially similar in scope to the information provided to CenterState in connection with its diligence review prior to the date of this Agreement.
(b) As promptly as reasonably practicable after they become available, HCBF Charter will furnish to CenterState copies of the board packages distributed to the board of directors of HCBF Charter or any of its SubsidiariesCharterBank, and minutes from the meetings thereof and all committees thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF Charter or any committee thereof relating to the financial performance and performance, operations, or risk management of HCBFCharter.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Charter and CenterState will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting other Party and to report the general status of the ongoing operations of the other Party Charter and CharterBank and CenterState and its Subsidiaries, respectively. Without limiting the foregoing, HCBF Charter agrees to provide to CenterState (i) a copy of each report filed by HCBF Charter or any of its Subsidiaries CharterBank with a Governmental AuthorityAuthority unless it is a confidential communication with a Governmental Authority and Charter is prohibited by Law from sharing such report, (ii) a copy of HCBFCharter’s monthly loan trial balance, and (iii) a copy of HCBFCharter’s monthly statement of condition and profit and loss statement and, if requested by CenterState, a copy of HCBFCharter’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable.
(d) No investigation by CenterState either Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF either Party to consummate the transactions contemplated hereby.
(e) Notwithstanding anything Charter shall provide to CenterState, any and all information received by Charter in connection with the contrary in this Section 5.08, HCBF ESOP Determination.
(f) Charter shall not be required to copy give CenterState on any documents (including under Sections 5.08(a) and (b)) that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) information or any other matter that HCBFCharter’s board of directors has been advised by counsel that such distribution to CenterState may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.violate
Appears in 2 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (CenterState Bank Corp)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF Company agrees to afford CenterState Buyer and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFCompany’s and its Company’s Subsidiaries’ books, records (including, without limitation, Tax Returns and and, subject to the consent of the independent auditors, work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState Buyer may reasonably request and HCBF Company shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFCompany’s privacy policy and, during such period, HCBF Company shall furnish to CenterStateBuyer, upon CenterStateBuyer’s reasonable request, all such other information concerning the business, properties and personnel of HCBF Company and its Subsidiaries that is substantially similar in scope to the information provided to CenterState Buyer in connection with its diligence review prior to the date of this Agreement.
(b) As promptly soon as reasonably practicable after they become available, HCBF to the extent permitted by applicable Law, Company will furnish to CenterState Buyer copies of the board packages distributed to the Company Board or board of directors of HCBF Company Bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF Company Board or any committee thereof relating to the financial performance and risk management of HCBFCompany.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Company and Buyer will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party other party and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries and Buyer and its Subsidiaries, respectively. Without limiting the foregoing, HCBF Company agrees to provide to CenterState Buyer, (i) to the extent permitted by applicable Law, a copy of each report filed by HCBF Company or any of its Subsidiaries with a Governmental AuthorityAuthority reasonably promptly following the filing thereof, (ii) a copy of HCBFCompany’s monthly loan trial balancebalance within five (5) Business Days of the end of the month, and (iii) a copy of HCBFCompany’s monthly statement of condition and profit and loss statement within fifteen (15) calendar days of the end of the month and, if requested by CenterStateBuyer, a copy of HCBFCompany’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicablewithin two (2) Business Days of such request.
(d) No investigation by CenterState Buyer or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF Company or Company Bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby. Any investigation pursuant to this Section 5.08, Section 5.13 and Section 5.18 shall be conducted in such manner as not to interfere unreasonably with the conduct of business of Company or any of its Subsidiaries.
(e) Notwithstanding anything in this Section 5.08(e) to the contrary in this Section 5.08contrary, HCBF Company shall not be required to copy CenterState on provide Buyer with any documents that disclose confidential discussions of or information relating to this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFCompany’s or Company Bank’s board of directors has been advised by counsel that such distribution of which to CenterState Buyer may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFCompany’s attorney-client privilege. In the event any of the restrictions in this Section Section 5.08(e) shall apply, HCBF Company shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties parties will use commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF SWBS agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFSWBS’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF SWBS shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFSWBS’s privacy policy and, during such period, HCBF SWBS shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF SWBS and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to SWBS such information as SWBS may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to SWBS in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF SWBS will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF its or any of its Subsidiaries’ board of directors, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF or any committee thereof relating to the financial performance and risk management of HCBFmanagement.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either PartyFBMS, the other Party SWBS will cause one or more of its designated representatives to confer with representatives of the requesting Party FBMS and to report the general status of the ongoing operations of the other Party FBMS and its Subsidiaries. Without limiting the foregoing, HCBF SWBS agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF SWBS or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBF’s its monthly loan trial balance, and (iii) a copy of HCBF’s its monthly statement of condition and profit and loss statement and, if requested by CenterStaterequested, a copy of HCBF’s its daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable
(de) No investigation by CenterState either Party or its their representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF such Party set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF the Parties to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF neither Party shall not be required to copy CenterState the other Party on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFeither Party’s board of directors has been advised by counsel that such distribution to CenterState the other Party may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBF’s the attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF each Party shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF DBI agrees to afford CenterState BFC and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFDBI’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState BFC may reasonably request and HCBF DBI shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFDBI’s privacy policy and, during such period, HCBF DBI shall furnish to CenterStateBFC, upon CenterStateBFC’s reasonable request, all such other information concerning the business, properties and personnel of HCBF DBI and its Subsidiaries that is substantially similar in scope to the information provided to CenterState BFC in connection with its diligence review prior to the date of this Agreement. BFC shall coordinate any such access in accordance with this Section 5.08(a) with DBI’s Chief Financial Officer, Xxxxxx Xxxxxxx,
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, BFC agrees to furnish to DBI such information as DBI may reasonably request concerning the business of BFC and its Subsidiaries that is substantially similar in scope to the information provided to DBI in connection with its diligence review prior to the date of this Agreement.
(bc) As promptly as reasonably practicable after they become available, HCBF DBI will furnish to CenterState BFC copies of the board packages distributed to the board of directors of HCBF DBI or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF DBI or any committee thereof relating to the financial performance and risk management of HCBFDBI.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF DBI agrees to provide to CenterState BFC (i) a copy of each report filed by HCBF DBI or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFDBI’s monthly loan trial balance, and (iii) a copy of HCBFDBI’s monthly statement of condition and profit and loss statement and, if requested by CenterStateBFC, a copy of HCBFDBI’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. DBI further agrees to provide BFC, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to DBI Disclosure Schedule 3.19, DBI Disclosure Schedule 3.22(a), and DBI Disclosure Schedule 3.22(b) that would be required if the references to November 30, 2021 in each corresponding representation and warranty of DBI were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState BFC and HCBF DBI to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF DBI shall not be required to copy CenterState BFC on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFDBI’s board of directors has been advised by counsel that such distribution to CenterState BFC may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFDBI’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF DBI shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Bank First Corp)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF HTB agrees to afford CenterState BFC and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFHTB’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState BFC may reasonably request and HCBF HTB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFHTB’s privacy policy and, during such period, HCBF HTB shall furnish to CenterStateBFC, upon CenterStateBFC’s reasonable request, all such other information concerning the business, properties and personnel of HCBF HTB and its Subsidiaries that is substantially similar in scope to the information provided to CenterState BFC in connection with its diligence review prior to the date of this Agreement. BFC shall coordinate any such access in accordance with this Section 5.08(a) with HTB’s Chief Financial Officer, Lxxx Xxxxxx.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, BFC agrees to furnish to HTB such information as HTB may reasonably request concerning the business of BFC and its Subsidiaries that is substantially similar in scope to the information provided to HTB in connection with its diligence review prior to the date of this Agreement.
(bc) As promptly as reasonably practicable after they become available, HCBF HTB will furnish to CenterState BFC copies of the board packages distributed to the board of directors of HCBF HTB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF HTB or any committee thereof relating to the financial performance and risk management of HCBFHTB.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF HTB agrees to provide to CenterState BFC (i) a copy of each report filed by HCBF HTB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFHTB’s monthly loan trial balance, and (iii) a copy of HCBFHTB’s monthly statement of condition and profit and loss statement and, if requested by CenterStateBFC, a copy of HCBFHTB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. HTB further agrees to provide BFC, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to HTB Disclosure Schedule 3.19, HTB Disclosure Schedule 3.22(a), and HTB Disclosure Schedule 3.22(b) that would be required if the references to June 30, 2022 in each corresponding representation and warranty of HTB were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState BFC and HCBF HTB to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF HTB shall not be required to copy CenterState BFC on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFHTB’s board of directors has been advised by counsel that such distribution to CenterState BFC may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFHTB’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF HTB shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Bank First Corp)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF Company agrees to afford CenterState Buyer and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFCompany’s and its Company’s Subsidiaries’ books, records (including, without limitation, Tax Returns and and, subject to the consent of the independent auditors, work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState Buyer may reasonably request and HCBF Company shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFCompany’s privacy policy and, during such period, HCBF Company shall furnish to CenterStateBuyer, upon CenterStateBuyer’s reasonable request, all such other information concerning the business, properties and personnel of HCBF Company and its Subsidiaries that is substantially similar in scope to the information provided to CenterState Buyer in connection with its diligence review prior to the date of this Agreement.
(b) As promptly soon as reasonably practicable after they become available, HCBF to the extent permitted by applicable Law, Company will furnish to CenterState Buyer copies of the board packages distributed to the Company Board or board of directors of HCBF Company Bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF Company Board or any committee thereof relating to the financial performance and risk management of HCBFCompany.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Company and Buyer will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party other party and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries and Buyer and its Subsidiaries, respectively. Without limiting the foregoing, HCBF Company agrees to provide to CenterState Buyer, (i) to the extent permitted by applicable Law, a copy of each report filed by HCBF Company or any of its Subsidiaries with a Governmental AuthorityAuthority reasonably promptly following the filing thereof, (ii) a copy of HCBFCompany’s monthly loan trial balancebalance within five (5) Business Days of the end of the month, and (iii) a copy of HCBFCompany’s monthly statement of condition and profit and loss statement within fifteen (15) calendar days of the end of the month and, if requested by CenterStateBuyer, a copy of HCBFCompany’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicablewithin two (2) Business Days of such request.
(d) No investigation by CenterState Buyer or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF Company or Company Bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby. Any investigation pursuant to this Section 5.08, Section 5.13 and Section 5.18 shall be conducted in such manner as not to interfere unreasonably with the conduct of business of Company or any of its Subsidiaries.
(e) Notwithstanding anything to the contrary in this Section 5.085.08(e) to the contrary, HCBF Company shall not be required to copy CenterState on provide Buyer with any documents that disclose confidential discussions of or information relating to this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFCompany’s or Company Bank’s board of directors has been advised by counsel that such distribution of which to CenterState Buyer may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFCompany’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF Company shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties parties will use commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF SSNF agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s SSNF's and its Subsidiaries’ ' books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF SSNF shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBF’s SSNF's privacy policy and, during such period, HCBF SSNF shall furnish to CenterStateFBMS, upon CenterState’s FBMS's reasonable request, all such other information concerning the business, properties and personnel of HCBF SSNF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to SSNF such information as SSNF may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to SSNF in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF SSNF will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF SSNF or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF SSNF or any committee thereof relating to the financial performance and risk management of HCBFSSNF.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF SSNF agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF SSNF or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBF’s SSNF's monthly loan trial balance, and (iii) a copy of HCBF’s SSNF's monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBF’s SSNF's daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState FBMS and HCBF SSNF to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF SSNF shall not be required to copy CenterState FBMS on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBF’s SSNF's board of directors has been advised by counsel that such distribution to CenterState FBMS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBF’s SSNF's attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF SSNF shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other TB and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF TB agrees to afford CenterState BFC and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFTB’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState BFC may reasonably request and HCBF TB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFTB’s privacy policy and, during such period, HCBF TB shall furnish to CenterStateBFC, upon CenterStateBFC’s reasonable request, all such other information concerning the business, properties and personnel of HCBF TB and its Subsidiaries that is substantially similar in scope to the information provided to CenterState BFC in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of BFC and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, BFC agrees to furnish to TB such information as TB may reasonably request concerning the business of BFC and its Subsidiaries that is substantially similar in scope to the information provided to TB in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF TB will furnish to CenterState BFC copies of the board packages distributed to the board of directors of HCBF TB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan plans and previous periodperiods, and copies of any reports provided to the board of directors of HCBF TB or any committee thereof relating to the financial performance and risk management of HCBFTB.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the such other Party and its Subsidiaries. Without limiting the foregoing, HCBF TB agrees to provide to CenterState BFC (i) a copy of each report filed by HCBF TB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFTB’s monthly loan trial balance, and (iii) a copy of HCBFTB’s monthly statement of condition and profit and loss statement and, if requested by CenterStateBFC, a copy of HCBFTB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. TB further agrees to provide BFC, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to Schedule 3.19, Schedule 3.21(a), and Schedule 3.21(b) that would be required if the references to September 30, 2019 in each corresponding representation and warranty of TB were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState BFC and HCBF TB to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.085.12, HCBF TB shall not be required to copy CenterState BFC on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFTB’s board of directors has been advised by counsel that such distribution to CenterState BFC may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFTB’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.12(f) shall apply, HCBF TB shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Bank First Corp)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, HCBF Company agrees to afford CenterState Buyer and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFCompany’s and its Company’s Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState Buyer may reasonably request and HCBF Company shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFCompany’s privacy policy and, during such period, HCBF Company shall furnish to CenterStateBuyer, upon CenterStateBuyer’s reasonable request, all such other information concerning the business, properties and personnel of HCBF Company and its Subsidiaries that is substantially similar in scope to the information provided to CenterState Buyer in connection with its diligence review prior to the date of this Agreement.
(b) As promptly soon as reasonably practicable after they become available, HCBF Company will furnish to CenterState Buyer copies of the board packages distributed to the Company Board or board of directors of HCBF Company Bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF Company Board or any committee thereof relating to the financial performance and risk management of HCBFCompany.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Company and Buyer will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party other party and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries and Buyer and its Subsidiaries, respectively. Without limiting the foregoing, HCBF Company agrees to provide to CenterState Buyer (i) a copy of each report filed by HCBF Company or any of its Subsidiaries with a Governmental AuthorityAuthority within one (1) Business Day following the filing thereof, (ii) a copy of HCBFCompany’s monthly loan trial balancebalance within one (1) Business Day of the end of the month, and (iii) a copy of HCBFCompany’s monthly statement of condition and profit and loss statement within five (5) Business Days of the end of the month and, if requested by CenterStateBuyer, a copy of HCBFCompany’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicablewithin two (2) Business Days of such request.
(d) Not later than five (5) Business Days prior to the Closing Date, Company shall obtain and cause to be delivered simultaneously to Company and Buyer for their respective review and approval a current valuation, as of a date not more than ten (10) Business Days prior to the Closing Date, of all securities in the investment portfolio of Company and its Subsidiaries. Such valuation shall initially be prepared by Interactive Data Corporation (“IDC”), and shall follow the methodology, procedures and approach consistent with those employed in the September 30, 2015 investment portfolio valuation prepared by IDC for Company and its Subsidiaries. Neither party will discuss the valuation with IDC or attempt to influence IDC’s valuation in any way. Each party shall have one (1) Business Day after receipt to evaluate the IDC report, including the Closing Date Xxxx-to-Market Valuation, and either accept it or request a second valuation. If either party requests a second valuation then both Buyer and Company will jointly present a request for a second Closing Date Xxxx-to-Market Valuation (the “Second Valuation”) to Standard & Poor’s Securities Evaluations, Inc. (“S&P”). To the extent any of the securities in Company and its Subsidiaries’ investment portfolio are not valued by S&P, a third nationally recognized valuation service to be selected by mutual agreement of the parties shall value those specific securities, such valuation to comprise part of the Second Valuation. If the resulting Closing Date Xxxx-to-Market Valuation arrived at using the Second Valuation differs from the resulting Closing Date Xxxx-to-Market Valuation determined using the IDC valuation by one percent (1%) or less, the resulting Closing Date Xxxx-to-Market valuation provided by IDC will be used by the parties in connection with the Closing of the transactions contemplated by this Agreement. If the resulting Closing Date Xxxx-to-Market Valuation arrived at using the Second Valuation differs from the resulting Closing Date Xxxx-to-Market Valuation using the IDC valuation by more than one percent (1%), the mean average of the Closing Date Xxxx-to-Market Valuations in the IDC valuation and the Second Valuation will be used by the parties in connection with the Closing of the transactions contemplated by this Agreement. The (i) IDC Closing Date Xxxx-to-Market Valuation or (ii) mean average of such valuation and the Closing Date Xxxx-to-Market Valuation contained as part of the Second Valuation, whichever is applicable, is referred to in this Agreement as the “Closing Securities Valuation.”
(e) No investigation by CenterState Buyer or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF Company or Company Bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF Company shall not be required to copy CenterState Buyer on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFCompany’s or Company Bank’s board of directors has been advised by counsel that such distribution to CenterState Buyer may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFCompany’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF Company shall use its commercially reasonable best efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF each party agrees to afford CenterState the other party and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s its and its Subsidiaries’ books, records (including, without limitation, Tax Returns and and, subject to the consent of the independent auditors, work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState a party may reasonably request and HCBF the other party shall use its commercially reasonable best efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBF’s its privacy policy and, during such period, HCBF each party shall furnish to CenterStatethe other, upon CenterState’s reasonable request, all such other information concerning the its business, properties and personnel of HCBF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState the other party in connection with its diligence review prior to the date of this Agreement.
(b) As promptly soon as reasonably practicable after they become available, HCBF to the extent permitted by applicable Law, each party will furnish to CenterState the other party copies of the board packages distributed to its board of directors or the board of directors of HCBF its subsidiary bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the its board of directors of HCBF or any committee thereof relating to the its financial performance and risk management of HCBFmanagement.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Company and Buyer will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party other party and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries and Buyer and its Subsidiaries, respectively. Without limiting the foregoing, HCBF each party agrees to provide to CenterState (i) the other party, to the extent permitted by applicable Law, a copy of each report filed by HCBF such party or any of its Subsidiaries with a Governmental AuthorityAuthority reasonably promptly following the filing thereof. During the period from the date of this Agreement to the Effective Time, (ii) a copy of HCBF’s monthly loan trial balance, and (iii) a copy of HCBF’s monthly statement of condition and profit and loss statement andeach party will promptly supplement or amend its Disclosure Schedule delivered in connection herewith with respect to any matter hereafter arising which, if requested by CenterStateexisting, a copy occurring or known at the date of HCBF’s daily statement of condition and daily profit and loss statementthis Agreement, would have been required to be set forth or described in each case, its Disclosure Schedule or which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicablenecessary to correct any information in its Disclosure Schedule which has been rendered materially inaccurate thereby.
(d) No investigation by CenterState a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other party or its subsidiary bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby. Any investigation pursuant to this Section 5.09, Section 5.14 and Section 5.19 shall be conducted in such manner as not to interfere unreasonably with the conduct of business of the other party or any of its Subsidiaries.
(e) Notwithstanding anything to the contrary in this Section 5.085.09(e) to the contrary, HCBF no party shall not be required to copy CenterState on provide the other with any documents that disclose confidential discussions of or information relating to this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFa party or its subsidiary bank’s board of directors has been advised by counsel that such distribution of which to CenterState the other party may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a its waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.09(e) shall apply, HCBF each party shall use its commercially reasonable efforts to provide appropriate consentsconsent, waiverswaiver, decrees decree and approvals approve necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties parties will use reasonable best efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF FPB agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFFPB’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF FPB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFFPB’s privacy policy and, during such period, HCBF FPB shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF FPB and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to FPB such information as FPB may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to FPB in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF FPB will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF FPB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF FPB or any committee thereof relating to the financial performance and risk management of HCBFFPB.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF FPB agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF FPB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFFPB’s monthly loan trial balance, and (iii) a copy of HCBFFPB’s monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBFFPB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable
(d) No investigation by CenterState or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF set forth in this Agreement, or the conditions to the respective obligations of CenterState and HCBF to consummate the transactions contemplated hereby.
(e) Notwithstanding anything to the contrary in this Section 5.08, HCBF shall not be required to copy CenterState on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBF’s board of directors has been advised by counsel that such distribution to CenterState may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e) shall apply, HCBF shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.as
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF PCB agrees to afford CenterState BFC and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFPCB’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState BFC may reasonably request and HCBF PCB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFPCB’s privacy policy and, during such period, HCBF PCB shall furnish to CenterStateBFC, upon CenterStateBFC’s reasonable request, all such other information concerning the business, properties and personnel of HCBF PCB and its Subsidiaries that is substantially similar in scope to the information provided to CenterState BFC in connection with its diligence review prior to the date of this Agreement. BFC shall coordinate any such access in accordance with this Section 5.08(a) with PCB’s Chief Financial Officer, Sxx Xxxxx,
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, BFC agrees to furnish to PCB such information as PCB may reasonably request concerning the business of BFC and its Subsidiaries that is substantially similar in scope to the information provided to PCB in connection with its diligence review prior to the date of this Agreement.
(bc) As promptly as reasonably practicable after they become available, HCBF PCB will furnish to CenterState BFC copies of the board packages distributed to the board of directors of HCBF PCB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF PCB or any committee thereof relating to the financial performance and risk management of HCBFPCB.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF PCB agrees to provide to CenterState BFC (i) a copy of each report filed by HCBF PCB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFPCB’s monthly loan trial balance, and (iii) a copy of HCBFPCB’s monthly statement of condition and profit and loss statement and, if requested by CenterStateBFC, a copy of HCBFPCB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. PCB further agrees to provide BFC, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to PCB Disclosure Schedule 3.19, PCB Disclosure Schedule 3.22(a), and PCB Disclosure Schedule 3.22(b) that would be required if the references to December 31, 2018 in each corresponding representation and warranty of PCB were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState BFC and HCBF PCB to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF PCB shall not be required to copy CenterState BFC on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFPCB’s board of directors has been advised by counsel that such distribution to CenterState BFC may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFPCB’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF PCB shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF BBI agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFBBI’s and its Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF BBI shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFBBI’s privacy policy and, during such period, HCBF BBI shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF BBI and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to BBI and its authorized representatives such information as BBI may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to BBI in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF BBI will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF BBI or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF BBI or any committee thereof relating to the financial performance and risk management of HCBFBBI.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF BBI agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF BBI or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFBBI’s monthly loan trial balance, and (iii) a copy of HCBFBBI’s monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBFBBI’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. BBI further agrees to provide FBMS, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to BBI Disclosure Schedule 3.19, BBI Disclosure Schedule 3.22(a), and BBI Disclosure Schedule 3.22(b) that would be required if the references to December 31, 2021 in each corresponding representation and warranty of BBI were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState FBMS and HCBF BBI to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF BBI shall not be required to copy CenterState FBMS on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary or confidential information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFBBI’s board of directors has been advised by counsel that such distribution to CenterState FBMS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFBBI’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF BBI shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared summary disclosure of such matters or held by third parties (including work papers), the Parties will make other appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF each party agrees to afford CenterState the other party and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBF’s its and its Subsidiaries’ books, records (including, without limitation, Tax Returns and and, subject to the consent of the independent auditors, work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState a party may reasonably request and HCBF the other party shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBF’s its privacy policy and, during such period, HCBF each party shall furnish to CenterStatethe other, upon CenterState’s reasonable request, all such other information concerning the its business, properties and personnel of HCBF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState the other party in connection with its diligence review prior to the date of this Agreement.
(b) As promptly soon as reasonably practicable after they become available, HCBF to the extent permitted by applicable Law, each party will furnish to CenterState the other party copies of the board packages distributed to its board of directors or the board of directors of HCBF its subsidiary bank, or any of its their respective Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the its board of directors of HCBF or any committee thereof relating to the its financial performance and risk management of HCBFmanagement.
(c) During the period from the date of this Agreement to the Effective Time, at the reasonable request each of either Party, the other Party Company and Buyer will cause one or more of its designated representatives to confer on a regular basis with representatives of the requesting Party other party and to report the general status of the ongoing operations of the other Party Company and its Subsidiaries and Buyer and its Subsidiaries, respectively. Without limiting the foregoing, HCBF each party agrees to provide to CenterState (i) the other party, to the extent permitted by applicable Law, a copy of each report filed by HCBF such party or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBF’s monthly loan trial balance, and (iii) a copy of HCBF’s monthly statement of condition and profit and loss statement and, if requested by CenterState, a copy of HCBF’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as Authority reasonably promptly as reasonably practicable after it is filed or prepared, as applicablefollowing the filing thereof.
(d) During the period from the date of this Agreement to the Effective Time, each party will promptly notify the other party in writing of any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedule to Article 3 or Article 4, as applicable, or which is necessary to correct any information in its Disclosure Schedule that has been rendered materially inaccurate thereby. Each such notice shall include, or be accompanied by, a proposed supplement or amendment to such Party’s Disclosure Schedule regarding such matter (a “Schedule Supplement”). Each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend Company Disclosure Schedule or Buyer Disclosure Schedule, as applicable, as of the date of this Agreement and the Closing Date; provided, however, that if the matter which is the subject of the Schedule Supplement constitutes or relates to something that could provide Buyer with a right to terminate this Agreement in accordance with Section 7.01(e) and Buyer does not elect to terminate this Agreement prior to the earlier of (i) five (5) Business Days after the expiration of the applicable cure period and (ii) the Expiration Date, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement on account of such matter.
(e) No investigation by CenterState a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other party or its subsidiary bank set forth in this Agreement, or the conditions to the respective obligations of CenterState Buyer and HCBF Company to consummate the transactions contemplated hereby. Any investigation pursuant to this Section 5.09, Section 5.15 and Section 5.20 shall be conducted in such manner as not to interfere unreasonably with the conduct of business of the other party or any of its Subsidiaries.
(ef) Notwithstanding anything to the contrary in this Section 5.085.09 to the contrary, HCBF no party shall not be required to copy CenterState on provide the other with any documents that disclose confidential discussions of or information relating to this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) hereby or any other matter that HCBFa party or its subsidiary bank’s board of directors has been advised by counsel that such distribution of which to CenterState the other party may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a its waiver of HCBF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.09(f) shall apply, HCBF each party shall use its commercially reasonable efforts to provide appropriate consentsconsent, waiverswaiver, decrees decree and approvals approve necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), and the Parties parties will use commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Enterprise Financial Services Corp)
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF SSNF agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFSSNF’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF SSNF shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFSSNF’s privacy policy and, during such period, HCBF SSNF shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF SSNF and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to SSNF such information as SSNF may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to SSNF in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF SSNF will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF SSNF or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF SSNF or any committee thereof relating to the financial performance and risk management of HCBFSSNF.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF SSNF agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF SSNF or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFSSNF’s monthly loan trial balance, and (iii) a copy of HCBFSSNF’s monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBFSSNF’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState FBMS and HCBF SSNF to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF SSNF shall not be required to copy CenterState FBMS on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFSSNF’s board of directors has been advised by counsel that such distribution to CenterState FBMS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFSSNF’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF SSNF shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF FFB agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFFFB’s and its Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF FFB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFFFB’s privacy policy and, during such period, HCBF FFB shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF FFB and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to FFB and its authorized representatives such information as FFB may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to FFB in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF FFB will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF FFB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF FFB or any committee thereof relating to the financial performance and risk management of HCBFFFB.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF FFB agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF FFB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFFFB’s monthly loan trial balance, and (iii) a copy of HCBFFFB’s monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBFFFB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. FFB further agrees to provide FBMS, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to FFB Disclosure Schedule 3.19, FFB Disclosure Schedule 3.22(a), and FFB Disclosure Schedule 3.22(b) that would be required if the references to May 31, 2019 in each corresponding representation and warranty of FFB were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState FBMS and HCBF FFB to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF FFB shall not be required to copy CenterState FBMS on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary or confidential information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFFFB’s board of directors has been advised by counsel that such distribution to CenterState FBMS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFFFB’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF FFB shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared summary disclosure of such matters or held by third parties (including work papers), the Parties will make other appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF HSBI agrees to afford CenterState FBMS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFHSBI’s and its Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState FBMS may reasonably request and HCBF HSBI shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFHSBI’s privacy policy and, during such period, HCBF HSBI shall furnish to CenterStateFBMS, upon CenterStateFBMS’s reasonable request, all such other information concerning the business, properties and personnel of HCBF HSBI and its Subsidiaries that is substantially similar in scope to the information provided to CenterState FBMS in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, FBMS agrees to furnish to HSBI and its authorized representatives such information as HSBI may reasonably request concerning the business of FBMS and its Subsidiaries that is substantially similar in scope to the information provided to HSBI in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF HSBI will furnish to CenterState FBMS copies of the board packages distributed to the board of directors of HCBF HSBI or any of its Subsidiaries, and approved minutes from the meetings thereof, copies of any internal management financial control reports provided to the board of directors of HSBI or any of its Subsidiaries showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF HSBI or any committee thereof relating to the financial performance and risk management of HCBFHSBI.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF HSBI agrees to provide to CenterState FBMS (i) a copy of each report filed by HCBF HSBI or any of its Subsidiaries with a Governmental AuthorityAuthority (other than reports related to subpoenas, levies, and garnishments), (ii) a copy of HCBFHSBI’s monthly loan trial balance, and (iii) a copy of HCBFHSBI’s monthly statement of condition and profit and loss statement and, if requested by CenterStateFBMS, a copy of HCBFHSBI’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. HSBI further agrees to provide FBMS, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to HSBI Disclosure Schedule 3.19, HSBI Disclosure Schedule 3.22(a), and HSBI Disclosure Schedule 3.22(b) that would be required if the references to December 31, 2021 in each corresponding representation and warranty of HSBI were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState FBMS and HCBF HSBI to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF HSBI shall not be required to copy CenterState FBMS on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary or confidential information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFHSBI’s board of directors has been advised by counsel that such distribution to CenterState FBMS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFHSBI’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF HSBI shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared summary disclosure of such matters or held by third parties (including work papers), the Parties will make other appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
Access; Current Information. (a) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, HCBF LBC agrees to afford CenterState CBAN and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to HCBFLBC’s and its Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as CenterState CBAN may reasonably request and HCBF LBC shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and HCBFLBC’s privacy policy and, during such period, HCBF LBC shall furnish to CenterStateCBAN, upon CenterStateCBAN’s reasonable request, all such other information concerning the business, properties and personnel of HCBF LBC and its Subsidiaries that is substantially similar in scope to the information provided to CenterState CBAN in connection with its diligence review prior to the date of this Agreement.
(b) For the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject to applicable Laws, CBAN agrees to furnish to LBC such information as LBC may reasonably request concerning the business of CBAN and its Subsidiaries that is substantially similar in scope to the information provided to LBC in connection with its diligence review prior to the date of this Agreement.
(c) As promptly as reasonably practicable after they become available, HCBF LBC will furnish to CenterState CBAN copies of the board packages distributed to the board of directors of HCBF LBC or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of HCBF LBC or any committee thereof relating to the financial performance and risk management of HCBFLBC.
(cd) During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, HCBF LBC agrees to provide to CenterState CBAN (i) to the extent permitted by applicable Law, a copy of each report filed by HCBF LBC or any of its Subsidiaries with a Governmental Authority, (ii) a copy of HCBFLBC’s monthly loan trial balance, and (iii) a copy of HCBFLBC’s monthly statement of condition and profit and loss statement and, if requested by CenterStateCBAN, a copy of HCBFLBC’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable. LBC further agrees to provide CBAN, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to LBC Disclosure Schedule 3.19, LBC Disclosure Schedule 3.22(a), and LBC Disclosure Schedule 3.22(b) that would be required if the references to November 30, 2018 in each corresponding representation and warranty of LBC were changed to the date of the most recently ended calendar month.
(de) No investigation by CenterState a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of HCBF the other Party set forth in this Agreement, or the conditions to the respective obligations of CenterState CBAN and HCBF LBC to consummate the transactions contemplated hereby.
(ef) Notwithstanding anything to the contrary in this Section 5.08, HCBF LBC shall not be required to copy CenterState CBAN on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that HCBFLBC’s board of directors has been advised by counsel that such distribution to CenterState CBAN may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of HCBFLBC’s attorney-client privilege. In the event any of the restrictions in this Section 5.08(e5.08(f) shall apply, HCBF LBC shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the Parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.
Appears in 1 contract
