Common use of Access; Pre-Closing Investigation Clause in Contracts

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 of such equipment, to the extent permitted hereunder, to be effected in a manner intended to minimize disruption to the operation and security of the Branches.

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, including 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 VIIVI. 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, including 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 of such equipment, to the extent permitted hereunder, to be effected in a manner intended to minimize disruption to the operation and security of the Branches.