Access, Information and Documents. Company shall allow Vail Banks and its authorized representatives reasonable access during normal business hours from and after the date hereof and prior to the Closing Date to all of the respective properties, books, contracts, commitments and records of Company and its subsidiary and shall furnish Vail Banks and its authorized representatives such information concerning its affairs and the affairs of its subsidiary as Vail Banks may reasonably request provided that such request shall be reasonably related to the transactions contemplated by this Agreement and shall not interfere unreasonably with normal operations. Company shall require its personnel to assist Vail Banks in making any such investigation and shall cause the counsel (subject to attorney-client privilege), accountants, employees and other representatives of Company to be available to Vail Banks for such purposes. Such investigation will be conducted in a manner designed to be the least disruptive of the affairs of Company as possible. During such investigation, Vail Banks and its authorized representatives shall have the right, subject to the confidentiality provisions of this Agreement, to make copies of such records, files, tax returns and other materials as it may deem advisable and shall advise Company of those items of which copies are made. No investigation made heretofore or hereafter by either party and its authorized representatives shall affect the representations and warranties of either such party hereunder.
Appears in 2 contracts
Samples: Reorganization Agreement (Vail Banks Inc), Reorganization Agreement (Vail Banks Inc)
Access, Information and Documents. During the forty-five --------------------------------- (45) days following the date of this Agreement the Company shall allow permit, and shall cause the Banks, to permit, Vail Banks and its authorized representatives reasonable access full access, except as prohibited by law, during normal business hours from and after the date hereof and prior to the Closing Date to all of the respective Company's and the Banks' properties, books, contracts, commitments and records of and the Company and its subsidiary shall furnish, and shall furnish cause the Banks to furnish, Vail Banks and its authorized representatives such information concerning its affairs the Company's and the Banks' affairs of its subsidiary as Vail Banks may reasonably request provided that such request request. The Company shall be reasonably related to the transactions contemplated by this Agreement require, and shall not interfere unreasonably with normal operations. Company shall require cause the Banks to require, its personnel to assist Vail Banks in making any such investigation of the Company or the Banks and shall cause the counsel (subject to attorney-client privilege)counsel, accountants, employees and other representatives of the Company and the Banks to be available to Vail Banks for such purposes. Such investigation will be conducted in a manner designed to be the least disruptive of the affairs of Company as possible. During such investigation, Vail Banks and its authorized representatives shall have the right, subject to the confidentiality provisions of this Agreement, right to make copies of such records, files, tax returns and other materials as it they may deem advisable and shall advise the Company or the Banks of those items of which copies are made. No investigation made heretofore or hereafter by either party and its authorized representatives Vail Banks shall affect the representations and warranties of either the Company hereunder; provided, however, that in the event any investigation made by Vail Banks after the provision by the Company to Vail Banks of the Company Disclosure Memorandum which affects the representations and warranties of the Company hereunder, the Company may amend the Company Disclosure Memorandum in order to make any such party hereunderrepresentation or warranty true, correct and complete. Vail Banks and WestStar agree to allow the Company access to information and documentation on the same terms as set forth above.
Appears in 2 contracts
Samples: Merger Agreement (Vail Banks Inc), Merger Agreement (Vail Banks Inc)