Access, Information and Documents. From the date hereof until the Effective Time, CFC will give, and will cause its directors, officers, employees, agents and other representatives to give, to RSFC and to its agents and representatives (including, but not limited to, its accountants and counsel) reasonable access to any and all of its properties, assets, books, records and other documents, to enable RSFC to make such audit, examination and investigation of the business, operations, properties, assets, liabilities, books, records and other documents of CFC and County as RSFC may determine, and will furnish, and will cause its directors, officers, employees, agents and other representatives to furnish, to RSFC such information and copies of such documents and records as RSFC shall request, including without limitation files relating to loans originated or purchased, investments, leases, contracts, employment records and benefit plans, minutes of the proceedings of the Board of Directors and any committees thereof, minutes of shareholders' meetings, legal proceedings, examination reports, correspondence with regulatory authorities and correspondence with independent auditors. As part of such examination, RSFC may make such reasonable inquiries of such persons having business or professional relationships with CFC and County as RSFC shall determine (other than customers of County, except with the prior permission of CFC), and CFC and County will authorize, and will cause their directors, officers, employees, agents and other representatives to authorize, such persons to respond to each inquiry and to cooperate fully with RSFC in connection therewith. No investigation by RSFC shall affect the representations and warranties made by CFC and County herein or result in any waiver or limitation thereof. RSFC agrees to keep confidential and not to disclose to any persons, except its officers, directors, accountants and legal counsel and as may otherwise be required by law, all confidential information provided to it by CFC and County in connection with the foregoing examination of CFC and County. Nothing contained in this Section 5.1 shall be construed to permit or require any party to take any action, obtain any information or provide access to any information in violation of applicable law.
Appears in 2 contracts
Samples: Merger Agreement (County Financial Corp), Merger Agreement (Republic Security Financial Corp)
Access, Information and Documents. From the date hereof until the Effective Time, CFC RSFC and Republic will give, and will cause its their directors, officers, employees, agents and other representatives to give, to RSFC CFC and to its agents and representatives (including, but not limited to, its accountants and counsel) reasonable access to any and all of its properties, assets, books, records and other documents, to enable RSFC CFC to make such audit, examination and investigation of the business, operations, properties, assets, liabilities, books, records and other documents of RSFC and Republic as CFC and County as RSFC may determine, and will furnish, and will cause its directors, officers, employees, agents and other representatives to furnish, to RSFC CFC such information and copies of such documents and records as RSFC CFC shall request, including without limitation files relating to loans originated or purchased, investments, leases, contracts, employment records and benefit plans, minutes of the proceedings of the Board of Directors and any committees thereof, minutes of shareholders' meetings, legal proceedings, examination reports, correspondence with regulatory regu latory authorities and correspondence with independent auditors. As part of such examination, RSFC CFC may make such reasonable inquiries of such persons having business or professional relationships with RSFC and Republic as CFC and County as RSFC shall determine (other than customers of CountyRepublic, except with the prior permission of CFCRSFC), and CFC and County RSFC will authorize, and will cause their its directors, officers, employees, agents and other representatives to authorize, such persons to respond to each inquiry and to cooperate fully with RSFC CFC in connection therewith. No investigation by RSFC CFC shall affect the representations and warranties made by CFC and County RSFC herein or result in any waiver or limitation thereof. RSFC CFC agrees to keep confidential and not to disclose to any persons, except its officers, directors, accountants and legal counsel and as may otherwise be required by law, all confidential information provided to it by CFC RSFC and County Republic in connection with the foregoing examination of CFC RSFC and CountyRepublic. Nothing contained in this Section 5.1 6.1 shall be construed to permit or require any party to take any action, obtain any information or provide access to any information in violation of applicable law.
Appears in 1 contract
Access, Information and Documents. From the date hereof until the Effective Time, CFC RSFC and Republic will give, and will cause its their directors, officers, employees, agents and other representatives to give, to RSFC CFC and to its agents and representatives (including, but not limited to, its accountants and counsel) reasonable access to any and all of its properties, assets, books, records and other documents, to enable RSFC CFC to make such audit, examination and investigation of the business, operations, properties, assets, liabilities, books, records and other documents of RSFC and Republic as CFC and County as RSFC may determine, and will furnish, and will cause its directors, officers, employees, agents and other representatives to furnish, to RSFC CFC such information and copies of such documents and records as RSFC CFC shall request, including without limitation files relating to loans originated or purchased, investments, leases, contracts, employment records and benefit plans, minutes of the proceedings of the Board of Directors and any committees thereof, minutes of shareholders' meetings, legal proceedings, examination reports, correspondence with regulatory authorities and correspondence with independent auditors. As part of such examination, RSFC CFC may make such reasonable inquiries of such persons having business or professional relationships with RSFC and Republic as CFC and County as RSFC shall determine (other than customers of CountyRepublic, except with the prior permission of CFCRSFC), and CFC and County RSFC will authorize, and will cause their its directors, officers, employees, agents and other representatives to authorize, such persons to respond to each inquiry and to cooperate fully with RSFC CFC in connection therewith. No investigation by RSFC CFC shall affect the representations and warranties made by CFC and County RSFC herein or result in any waiver or limitation thereof. RSFC CFC agrees to keep confidential and not to disclose to any persons, except its officers, directors, accountants and legal counsel and as may otherwise be required by law, all confidential information provided to it by CFC RSFC and County Republic in connection with -34- MI01A/16412.5 the foregoing examination of CFC RSFC and CountyRepublic. Nothing contained in this Section 5.1 6.1 shall be construed to permit or require any party to take any action, obtain any information or provide access to any information in violation of applicable law.
Appears in 1 contract
Samples: Merger Agreement (Republic Security Financial Corp)