Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI and each of its Subsidiaries, permit TCB to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB may reasonably require and furnish to TCB during such period all such information concerning HBI, each of its Subsidiaries and its affairs as TCB may reasonably request, in order that TCB may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI and each of its Subsidiaries and the satisfaction of the conditions precedent to TCB’s obligations described in Article VIII of this Agreement. TCB will use its commercially reasonable efforts not to disrupt the normal business operations of HBI or any of its Subsidiaries. HBI agrees at any time, and from time to time, to furnish to TCB as soon as practicable, any additional information that TCB may reasonably request. Neither HBI nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBI’s or any of its Subsidiaries’ customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.
Access; Pre-Closing Investigation. To the extent permitted by applicable Law, GBNK shall, and shall cause each of its Subsidiaries to, afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of IBG full access during regular business hours to all of the properties, books, contracts, commitments, personnel and records of GBNK and each GBNK Subsidiary, and furnish to IBG during such period all such information concerning GBNK and each GBNK Subsidiary and their affairs as IBG may reasonably request, so that IBG may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of GBNK and each GBNK Subsidiary, including access sufficient to verify the value of the assets and the liabilities of GBNK and each GBNK Subsidiary and the satisfaction of the conditions precedent to IBG’s obligations described in Article VIII; provided, however, that IBG shall request permission for all such access reasonably in advance and all such access shall be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of GBNK and each GBNK Subsidiary. GBNK agrees at any time, and from time to time, to furnish to IBG as soon as practicable, any additional information that IBG may reasonably request, and shall specifically provide to IBG a weekly written report of all loans made, renewed or modified by Guaranty Bank. No investigation by IBG or its representatives shall affect the representations and warranties set forth herein. Any information provided pursuant to this Agreement shall be subject to the terms of the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms.
Access; Pre-Closing Investigation. Subject to the provisions of Article X, Interchange shall afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of BVB full access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of the Properties, books, contracts, commitments, personnel and records of Interchange, permit BVB to make such inspections (including without limitation with regard to such Properties physical inspection of the surface and subsurface thereof and any structure thereon) as they may require, and furnish to BVB during such period all such information concerning Interchange and its affairs as BVB may reasonably request, so that BVB may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of Interchange, including, without limitation, access sufficient to verify the value of the assets and the liabilities of Interchange and the satisfaction of the conditions precedent to BVB's obligations described in Article VIII of this Agreement. Interchange agrees at any time, and from time to time, to furnish to BVB as soon as practicable, any additional information that BVB may reasonably request. No investigation by BVB or its representatives shall affect the representations and warranties set forth herein.
Access; Pre-Closing Investigation. Prior to the Closing Date, Seller shall grant a limited number of officers and authorized representatives of Buyer reasonable access mutually agreeable in scope and only during Seller’s normal business hours to the properties, books and records of Seller pertaining to the Assets, Assumed Liabilities and employees of the Branches in order that Buyer may have opportunity to make such reasonable investigation, conducted in the least disruptive manner possible, of the Assets and Assumed Liabilities, including, without limitation, reasonable access sufficient to (a) conduct the Real Property inspections and any other inspections in accordance with this Agreement, and (b) verify the value of the Assets and the Assumed Liabilities and the satisfaction of the conditions precedent to Buyer’s obligations described in Article VII. Seller agrees at any reasonable time, and from time to time, prior to the Closing Date to furnish to Buyer as soon as practicable, any additional information pertaining to the Assets and Assumed Liabilities that Buyer may reasonably request, including, without limitation, customer files and electronic records of Seller that Buyer may reasonably request in preparation for and to facilitate the data processing conversion relating to Buyer’s purchase of the Assets and assumption of the Assumed Liabilities; provided that Seller can do so without incurring any additional cost (any additional cost to be incurred shall be paid to Seller by Buyer in advance of Seller’s needing to comply with such request). In addition, Seller shall provide Buyer reasonable access to the Branches for a mutually agreeable period of time preceding the Closing Date for the purpose of installing equipment; provided that any such installation shall be at Buyer’s cost and, in the event that this Agreement is terminated for any reason, any equipment so installed shall be promptly removed at Buyer’s cost; and provided further that Seller shall have the right, for security or other legitimate business reasons, to reasonably prohibit such installation if it will, or in Seller’s good faith judgment is reasonably likely to, interfere with or make less secure Seller’s business or the operation of the Branches prior to the Effective Time. Buyer agrees to conduct its investigations hereunder during normal business hours of the Branches and in a manner which does not unreasonably interfere with the normal operations of the Branches and Buyer further agrees to cause the installation...
Access; Pre-Closing Investigation. The Seller shall afford the officers and authorized representatives of the Buyer full access to the properties, books and records of the Seller pertaining to the Assets and Liabilities and employees of the Branch in order that the Buyer may have full opportunity to make such reasonable investigation as it shall desire to make of the Assets and Liabilities, including, without limitation, access sufficient to verify the value of the Assets and the Liabilities and the satisfaction of the conditions precedent to the Buyer’s obligations described in Article 7. The Seller agrees at any time, and from time to time, to furnish to the Buyer as soon as practicable, any additional information pertaining to the Assets and Liabilities that the Buyer may reasonably request, which information shall be subject to the provisions of Section 13.15. In addition, the Seller shall provide the Buyer reasonable access to the Branch for a mutually agreeable period of time preceding the Closing Date for the purpose of installing equipment. The Buyer agrees to conduct its investigations hereunder during normal business hours of the Branch and in a manner which does not unreasonably interfere with the normal operations of the Branch and the Buyer further agrees to cause the installation of such equipment to be effected in a manner intended to minimize disruption to the operation of the Branch.
Access; Pre-Closing Investigation. To the extent permitted by applicable Law, Legacy shall, and shall cause each of its Subsidiaries to, upon reasonable notice from Prosperity afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of Prosperity full access during regular business hours to all of the properties, books, contracts, commitments, personnel and records of Legacy and each Legacy Subsidiary, and furnish to Prosperity during such period all such information concerning Legacy and each Legacy Subsidiary and their affairs as Prosperity may reasonably request, so that Prosperity may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of Legacy and each Legacy Subsidiary, including access sufficient to verify the value of the assets and the liabilities of Legacy and each Legacy Subsidiary and the satisfaction of the conditions precedent to Prosperity’s obligations described in ARTICLE IX; provided, however, that Prosperity shall request permission for all such access reasonably in advance and all such access shall be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of Legacy and each Legacy Subsidiary. Legacy agrees at any time, and from time to time, to furnish to Prosperity as soon as practicable, any additional information that Prosperity may reasonably request, and shall specifically provide to Prosperity a weekly written report of all loans made, renewed or modified by Legacy Bank. No investigation by Prosperity or its representatives shall affect the representations and warranties set forth herein. Any information provided pursuant to this Agreement shall be subject to the terms of the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms.
Access; Pre-Closing Investigation. (a) Subject to requirements of law and the provisions of Article XI, PCCI shall afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of PCBC reasonable access during normal business hours during the period prior to the Effective Time to the properties, books, contracts and records of PCCI and the Bank, and furnish to PCBC during such period all such information concerning PCCI and the Bank and its affairs as PCBC may reasonably request. PCBC shall use its reasonable best efforts not to disrupt the normal business operations of PCCI and the Bank. PCCI agrees at any time, and from time to time, to furnish to PCBC as soon as practicable, any additional information that PCBC may reasonably request. No review pursuant to this Section 5.09(a) shall affect any representation or warranty given by PCCI to PCBC. As soon as practicable hereafter, PCCI shall provide to PCBC a list of its stockholders and their addresses. Such information shall be kept confidential by PCBC in accordance with the provisions of Article XI hereof.
Access; Pre-Closing Investigation. Subject to the provisions of Article XI, Seller will and will cause Bank to afford Buyer and its officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives reasonable access, to the extent legally permissible, to the Properties, books, contracts, records (including, without limitation, Tax Returns and work papers of independent auditors) and personnel of Bank, permit Buyer to make such inspections (including with regard to such Properties physical inspection of the surface and subsurface thereof and any structure thereon) as it may require and furnish to Buyer, to the extent legally permissible, all such information concerning Bank and its affairs as Buyer may reasonably request. Seller will not be required to afford access to or disclose information that would jeopardize attorney client privilege or contravene any binding arrangement with any third party, is devoted to the discussion of this Agreement or the Bankruptcy Case, or that is related to confidential regulatory and exam information that Governmental Authorities have not authorized for disclosure to Buyer. The parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. Buyer will use its commercially reasonable efforts not to disrupt the normal business operations of Bank. All inspections by Buyer under this provision will be at its expense. No investigation by Buyer of the business and affairs of Bank, under this Section 6.05 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.
Access; Pre-Closing Investigation. Subject to the provisions of Article XI, Pacific shall afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of SBB full access to the properties, books, contracts and records of Pacific and the Pacific Subsidiaries, permit SBB to make such inspections (including without limitation with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.15) as they may require and furnish to SBB during such period all such information concerning Pacific and the Pacific Subsidiaries and its affairs as SBB may reasonably request, in order that SBB may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of Pacific and the Pacific Subsidiaries, including, without limitation, access sufficient to verify the absence of any Material Adverse Change with respect to Pacific, the accuracy of the representations and warranties made by Pacific in this Agreement, the value of the assets and the liabilities of Pacific and the satisfaction of the conditions precedent to SBB's obligations described in Article VIII of this Agreement. SBB shall use its best efforts not to disrupt the normal business operations of the Pacific and the Pacific Subsidiaries. Pacific agrees at any time, and from time to time, to furnish to SBB as soon as practicable, any additional information that SBB may reasonably request.
Access; Pre-Closing Investigation. CGI shall afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of IBG full access during regular business hours to all of the books, contracts, commitments, personnel and records of CGI and UCB, and furnish to IBG during such period all such information concerning CGI and UCB and their affairs as IBG may reasonably request, so that IBG may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of CGI and UCB, including access sufficient to verify the value of the assets and the liabilities of CGI and UCB and the satisfaction of the conditions precedent to IBG’s obligations described in Article VIII. CGI agrees at any time, and from time to time, to furnish to IBG as soon as practicable, any additional information that IBG may reasonably request. No investigation by IBG or its representatives shall affect the representations and warranties set forth herein.
