Access to Information; Current Information; Consultation. (a) Upon reasonable notice and subject to applicable laws, each of Buyer and Seller, for the purposes of verifying the representations and warranties of the other, compliance by a party and its Subsidiaries with the covenants and agreements of such party herein, and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, make available to the other party, to the extent permissible under applicable law, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or banking laws which is generally not available on the SEC's XXXXX internet database or from any Regulatory Agency, as applicable, and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither Buyer nor Seller nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's or Seller's, as the case may be, customers, jeopardize the attorney-client privilege of the party in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Seller shall permit, and shall cause its Subsidiaries to permit, Buyer and/or an environmental consulting firm selected by Buyer, at the sole expense of Buyer, to conduct such phase I and/or phase II environmental audits, studies and tests on all real property owned or leased by Seller (but subject to the consent of lessors with respect to leased properties). In the event any subsurface or phase II site assessments are conducted (which assessments shall be at Buyer's sole expense), Buyer shall indemnify Seller and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition. (c) Subject to applicable law and regulations, during the period from the date hereof to the Effective Time, Seller shall, upon the request of Buyer, cause one or more of its designated officers to confer on a monthly basis (or more frequently if the Parties reasonably agree that it is necessary) with officers of Buyer regarding the financial condition, operations and business of Seller and its Subsidiaries and matters relating to the completion of the transactions contemplated by this Agreement. As soon as reasonably available, but in no event more than five (5) business days after filing, Seller will deliver to Buyer all reports filed by it or any of its Subsidiaries with any Regulatory Agency or other Governmental Entity subsequent to the date hereof including all FCB Call Reports and regulatory information (other than correspondence which may be deemed confidential supervisory information) filed with the Federal Reserve Board, the FDIC and the Division. Seller will also deliver to Buyer as soon as practicable all quarterly and annual financial statements of Seller and its Subsidiaries prepared with respect to periods ending after December 31, 2017. As soon as practicable after the end of each month, Seller will deliver to Buyer in electronic form (i) the monthly deposit and loan trial balances of FCB, (ii) the monthly analysis of FCB's investment portfolio, and (iii) an update of all of the material information set forth in Section 3.28(a) of the Seller Disclosure Schedule for the then current period. (d) During the period from the date hereof to the Effective Time, immediately following each meeting of Seller's or FCB's board of directors, Seller shall provide Buyer with a copy of the board package submitted to members of such board of directors; provided however, that the board packages and notices provided to Buyer may exclude (i) any materials relating to the transactions contemplated by this Agreement or an Acquisition Proposal (as defined in Section 6.7(e)), (ii) any materials if the disclosure of such materials to Buyer would or could reasonably be expected to result in a violation of applicable law, regulation or orders, decrees or determinations of a Government Entity, or (iii) any materials that are otherwise reasonably deemed by the board of directors of Seller to be confidential. (e) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the Parties as of August 23, 2017 (the "Confidentiality Agreement"). (f) No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.
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Access to Information; Current Information; Consultation. (a) Upon reasonable notice and subject to applicable laws, each of Buyer and Seller, for the purposes of verifying the representations and warranties of the other, compliance by a party and its Subsidiaries with the covenants and agreements of such party herein, and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, make available to the other party, to the extent permissible under applicable law, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or banking laws which is generally not available on the SEC's XXXXX internet database or from any Regulatory Agency, as applicable, and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither Buyer nor Seller nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's or Seller's, as the case may be, customers, jeopardize the attorney-client privilege of the party in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Seller shall permit, and shall cause its Subsidiaries to permit, Buyer and/or an environmental consulting firm selected by Buyer, at the sole expense of Buyer, to conduct such phase I and/or phase II environmental audits, studies and tests on all real property owned or leased by Seller (but subject to the consent of lessors with respect to leased properties). In the event any subsurface or phase II site assessments are conducted (which assessments shall be at Buyer's sole expense), Buyer shall indemnify Seller and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition.
(c) Subject to applicable law and regulations, during the period from the date hereof to the Effective Time, Seller shall, upon the request of Buyer, cause one or more of its designated officers to confer on a monthly basis (or more frequently if the Parties reasonably agree that it is necessary) with officers of Buyer regarding the financial condition, operations and business of Seller and its Subsidiaries and matters relating to the completion of the transactions contemplated by this Agreement. As soon as reasonably available, but in no event more than five (5) business days after filing, Seller will deliver to Buyer all reports filed by it or any of its Subsidiaries with any Regulatory Agency or other Governmental Entity subsequent to the date hereof including all FCB SMB Call Reports and regulatory information (other than correspondence which may be deemed confidential supervisory information) filed with the Federal Reserve Board, the FDIC and the Division. Seller will also deliver to Buyer as soon as practicable all quarterly and annual financial statements of Seller and its Subsidiaries prepared with respect to periods ending after December 31June 30, 2017. As soon as practicable after the end of each month, Seller will deliver to Buyer in electronic form (i) the monthly deposit and loan trial balances of FCBSMB, (ii) the monthly analysis of FCBSMB's investment portfolio, and (iii) an update of all of the material information set forth in Section 3.28(a) of the Seller Disclosure Schedule for the then current period.
(d) During the period from the date hereof to the Effective Time, immediately following each meeting of Seller's or FCBSMB's board of directors, Seller shall provide Buyer with a copy of the board package submitted to members of such board of directors; provided however, that the board packages and notices provided to Buyer may exclude (i) any materials relating to the transactions contemplated by this Agreement or an Acquisition Proposal (as defined in Section 6.7(e)), (ii) any materials if the disclosure of such materials to Buyer would or could reasonably be expected to result in a violation of applicable law, regulation or orders, decrees or determinations of a Government Entity, or (iii) any materials that are otherwise reasonably deemed by the board of directors of Seller to be confidential.
(e) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the Parties as of August 23April 4, 2017 (the "Confidentiality Agreement").
(f) No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.
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Access to Information; Current Information; Consultation. (a) Upon reasonable notice and subject to applicable laws, each of Buyer HomeTrust and Sellerthe Company, for the purposes of verifying the representations and warranties of the other, compliance by a party Party and its Subsidiaries Subsidiary with the covenants and agreements of such party Party herein, and preparing for the Merger and the Bank Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries its Subsidiary to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other partyParty, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each Party shall cooperate with the other party Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period. The Parties recognize that requests that prevent or materially impede the ability of the other Party to operate in the ordinary course of business would be unreasonable. From the date of this Agreement to the Effective Time, each of Buyer HomeTrust and Seller the Company shall, and shall cause its respective Subsidiaries Subsidiary to, make available to the other partyParty, to the extent permissible under applicable law, (i) a copy of each report, schedule, registration statement and other document filed with or received by it from a Governmental Entity during such period pursuant to the requirements of federal securities laws or banking laws which is generally not available on the SEC's ’s XXXXX internet database or from any Regulatory Agency, as applicabledatabase, and (ii) all other information concerning its business, properties and personnel as such party other Party may reasonably request. Neither Buyer HomeTrust nor Seller the Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's HomeTrust’s or Seller'sthe Company’s, or their respective Subsidiaries’, as the case may be, customers, jeopardize the attorney-client privilege of the party Party in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Seller The Company shall permit, and shall cause its Subsidiaries the Bank to permit, Buyer HomeTrust and/or an environmental consulting firm selected by BuyerHomeTrust, at the sole expense of BuyerHomeTrust, to conduct such phase I and/or phase II environmental audits, studies and tests on all real property owned or leased by Seller Company Real Property (but subject to the consent of lessors with respect to leased propertiesthe Company Leased Properties), and HomeTrust shall promptly provide, or shall cause to be promptly provided, to the Company the results of any such audits, studies, or tests; provided, however, that prior to conducting any phase II environmental audits, studies or tests, HomeTrust shall consult with the Company regarding the scope of the same. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at BuyerHomeTrust's sole expense), Buyer HomeTrust shall indemnify Seller the Company and its Subsidiaries the Bank for all costs and expenses associated with returning the property to its previous condition.
(c) Subject to applicable law and regulations, during the period from the date hereof to the Effective Time, Seller the Company and HomeTrust shall, upon the reasonable request of Buyerthe other Party, cause one or more of its designated officers to confer on a monthly basis (or more frequently if the Parties reasonably agree that it is necessary) with the other Party’s officers of Buyer regarding the financial condition, operations and business of Seller the Company and its Subsidiaries the Bank, on one hand, and HomeTrust, on the other hand, and matters relating to the completion of the transactions contemplated by this Agreement. As To the extent permissible under applicable law, as soon as reasonably available, but in no event more than five (5) business days after filing, Seller the Company will deliver to Buyer HomeTrust and HomeTrust to the Company all reports filed by it or any of its Subsidiaries Bank Subsidiary with any Regulatory Agency or other Governmental Entity subsequent to the date hereof including all FCB Bank Call Reports and regulatory information (other than correspondence which may be deemed confidential supervisory information) filed with the Federal Reserve Board, the FDIC and the Division. Seller will also deliver to Buyer as soon as practicable all quarterly and annual financial statements of Seller and its Subsidiaries prepared with respect to periods ending after December 31, 2017. As soon as practicable after the end of each month, Seller will deliver to Buyer in electronic form (i) the monthly deposit and loan trial balances of FCB, (ii) the monthly analysis of FCB's investment portfolio, and (iii) an update of all of the material information set forth in Section 3.28(a) of the Seller Disclosure Schedule for the then current period.Reports
(d) During the period from the date hereof to the Effective Time, immediately following each meeting of Seller's or FCB's board of directors, Seller the Company shall provide Buyer with a copy of to HomeTrust, within three (3) business days after the subject meeting, the board package submitted to the members of such the Company’s Board of Directors or members of the Bank’s Board of Directors, as applicable, for each board of directorsmeeting; provided provided, however, that the board packages and notices provided to Buyer HomeTrust may exclude (i) any materials relating to the transactions contemplated by this Agreement or an Acquisition Proposal (as defined in Section 6.7(e))Agreement, (ii) any materials if the disclosure of such materials which to Buyer HomeTrust would or could reasonably be expected to result in a violation of applicable law, regulation or orders, decrees or determinations of a Government EntityGovernmental Entity or the attorney/client, work product or other privilege, or (iii) any materials that are otherwise reasonably deemed by the board of directors of Seller Company to be confidential.
(e) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the Parties as of August 23dated March 3, 2017 2022 (the "“Confidentiality Agreement"”).
(f) No investigation by a party Party hereto or its representatives shall affect the representations and warranties of the other party Party set forth in this Agreement.. 6.3
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Access to Information; Current Information; Consultation. (a) Upon reasonable notice and subject to applicable laws, each of Buyer HomeTrust and SellerTriSummit, for the purposes of verifying the representations and warranties of the other, compliance by a party and its Subsidiaries with the covenants and agreements of such party herein, and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each party shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period. From the date of this Agreement to the Effective Time, each of Buyer HomeTrust and Seller TriSummit shall, and shall cause its respective Subsidiaries to, make available to the other party, to the extent permissible under applicable law, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or banking laws which is generally not available on the SEC's ’s XXXXX internet database or from any Regulatory Agency, as applicabledatabase, and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request. Neither Buyer HomeTrust nor Seller TriSummit nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's HomeTrust’s or Seller'sTriSummit’s, or their respective Subsidiaries’, as the case may be, customers, jeopardize the attorney-client privilege of the party in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Seller TriSummit shall permit, and shall cause its Subsidiaries to permit, Buyer HomeTrust and/or an environmental consulting firm selected by BuyerHomeTrust, at the sole expense of BuyerHomeTrust, to conduct such phase I and/or phase II environmental audits, studies and tests on all real property owned or leased by Seller the TriSummit Real Property (but subject to the consent of lessors with respect to leased propertiesTriSummit Leased Properties), and HomeTrust shall promptly provide, or shall cause to be promptly provided, to TriSummit the results of any such audits, studies, or tests; provided, however, that prior to conducting any phase II environmental audits, studies or tests, HomeTrust shall consult with TriSummit regarding the scope of the same. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at BuyerHomeTrust's sole expense), Buyer HomeTrust shall indemnify Seller TriSummit and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition.
(c) Subject to applicable law and regulations, during the period from the date hereof to the Effective Time, Seller TriSummit shall, upon the reasonable request of BuyerHomeTrust, cause one or more of its designated officers to confer on a monthly basis (or more frequently if the Parties reasonably agree that it is necessary) with officers of Buyer HomeTrust regarding the financial condition, operations and business of Seller TriSummit and its Subsidiaries and matters relating to the completion of the transactions contemplated by this Agreement. As To the extent permissible under applicable law, as soon as reasonably available, but in no event more than five (5) business days after filing, Seller TriSummit will deliver to Buyer HomeTrust all reports filed by it or any of its Subsidiaries with any Regulatory Agency or other Governmental Entity subsequent to the date hereof including all FCB TriSummit Bank Call Reports and regulatory information (other than correspondence which may be deemed confidential supervisory information) filed with the Federal Reserve Board, the FDIC and the DivisionTDFI. Seller TriSummit will also deliver to Buyer HomeTrust as soon as reasonably practicable all quarterly and annual financial statements of Seller TriSummit and its Subsidiaries prepared with respect to periods ending after December 31June 30, 20172016. As soon as reasonably practicable after the end of each month, Seller TriSummit will deliver to Buyer HomeTrust in electronic form (i) the monthly deposit and loan trial balances of FCBTriSummit Bank, (ii) the monthly analysis of FCBTriSummit Bank's investment portfolio, (iii) a monthly balance sheet and income statement of TriSummit and its Subsidiaries, and (iiiiv) an update of all of the material information set forth in Section 3.28(a3.25(a) of the Seller TriSummit Disclosure Schedule for the then current period.
(d) During the period from the date hereof to the Effective Time, immediately following each meeting of Seller's or FCB's board of directors, Seller TriSummit shall provide Buyer with a copy of to HomeTrust, within three business days after the subject meeting, the board package submitted to the members of such TriSummit’s Board of Directors for each TriSummit board of directorsmeeting; provided however, that the board packages and notices provided to Buyer HomeTrust may exclude (i) any materials relating to the transactions contemplated by this Agreement or an Acquisition Proposal (as defined in Section 6.7(e)), (ii) any materials if the disclosure of such materials which to Buyer HomeTrust would or could reasonably be expected to result in a violation of applicable law, regulation or orders, decrees or determinations of a Government Entity, or (iii) any materials that are otherwise reasonably deemed by the board TriSummit Board of directors of Seller Directors to be confidential.
(e) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the Parties as of August 23May 19, 2017 2016 (the "“Confidentiality Agreement"”).
(f) No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.
Appears in 1 contract
Access to Information; Current Information; Consultation. (a) Upon reasonable notice and subject to applicable laws, each of Buyer Southern Missouri and SellerTammcorp, for the purposes of verifying the representations and warranties of the other, compliance by a party and its Subsidiaries with the covenants and agreements of such party herein, and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, each of Buyer Southern Missouri and Seller Tammcorp shall, and shall cause its respective Subsidiaries to, make available to the other party, to the extent permissible under applicable law, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or banking laws which is generally not available on the SEC's XXXXX internet database or from any Regulatory Agency, as applicable, and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither Buyer Southern Missouri nor Seller Tammcorp nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of BuyerSouthern Missouri's or SellerTammcorp's, as the case may be, customers, jeopardize the attorney-client privilege of the party in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Seller Tammcorp shall permit, and shall cause its Subsidiaries to permit, Buyer Southern Missouri and/or an environmental consulting firm selected by BuyerSouthern Missouri, at the sole expense of BuyerSouthern Missouri, to conduct such phase I and/or phase II environmental audits, studies and tests on all real property owned or leased by Seller the Tammcorp Real Property (but subject to the consent of lessors with respect to leased propertiesTammcorp Leased Properties). In the event any subsurface or phase II site assessments are conducted (which assessments shall be at BuyerSouthern Missouri's sole expense), Buyer Southern Missouri shall indemnify Seller Tammcorp and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition.
(c) Subject to applicable law and regulations, during the period from the date hereof to the Effective Time, Seller Tammcorp shall, upon the request of BuyerSouthern Missouri, cause one or more of its designated officers to confer on a monthly basis (or more frequently if the Parties reasonably agree that it is necessary) with officers of Buyer Southern Missouri regarding the financial condition, operations and business of Seller Tammcorp and its Subsidiaries and matters relating to the completion of the transactions contemplated by this Agreement. As soon as reasonably available, but in no event more than five (5) business days after filing, Seller Tammcorp will deliver to Buyer Southern Missouri all reports filed by it or any of its Subsidiaries with any Regulatory Agency or other Governmental Entity subsequent to the date hereof including all FCB Capaha Call Reports and regulatory information (other than correspondence which may be deemed confidential supervisory information) filed with the Federal Reserve Board, the FDIC and the DivisionIDFPR. Seller Tammcorp will also deliver to Buyer Southern Missouri as soon as practicable all quarterly and annual financial statements of Seller Tammcorp and its Subsidiaries prepared with respect to periods ending after December 31June 30, 20172016. As soon as practicable after the end of each month, Seller Tammcorp will deliver to Buyer Southern Missouri in electronic form (i) the monthly deposit and loan trial balances of FCBCapaha, (ii) the monthly analysis of FCBCapaha's investment portfolio, and (iii) an update of all of the material information set forth in Section 3.28(a) of the Seller Tammcorp Disclosure Schedule for the then current period.
(d) During the period from the date hereof to the Effective Time, immediately following each meeting of Seller's or FCB's board of directors, Seller Tammcorp shall provide Buyer Southern Missouri with a copy Board packages and notices of Tammcorp Board meetings simultaneously with the board package submitted submission of such materials to members of such board Tammcorp's Board of directors; Directors provided however, that the board Board packages and notices provided to Buyer Southern Missouri may exclude (i) any materials relating to the transactions contemplated by this Agreement or an Acquisition Proposal (as defined in Section 6.7(e)), (ii) any materials if the disclosure of such materials to Buyer Southern Missouri would or could reasonably be expected to result in a violation of applicable law, regulation or orders, decrees or determinations of a Government Entity, or (iii) any materials that are otherwise reasonably deemed by the board Tammcorp Board of directors of Seller Directors to be confidential.
(e) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the Parties as of August 23June 1, 2017 2016 (the "Confidentiality Agreement").
(f) No investigation by a party hereto or its representatives shall affect the representations and warranties of the other party set forth in this Agreement.
Appears in 1 contract
