Access to Properties and Records; Confidentiality. (a) Seller and Seller Subsidiary shall permit Acquiror and its representatives reasonable access to their properties and shall disclose and make available to Acquiror all books, papers and records relating to the assets, properties, operations, obligations and liabilities of Seller and the Seller Subsidiary, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and stockholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities in which Acquiror may have an interest. Neither Seller nor the Seller Subsidiary shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment. Seller and the Seller Subsidiary will use their best efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller and the Seller Subsidiary shall make their respective executive officers available to confer with Acquiror and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.
(b) All information furnished previously by Acquiror, Acquiror Sub, Seller or Seller Subsidiary, or hereafter furnished prior to the Effective Time, in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the party furnishing the information until consummation of the Mergers and, if such Mergers shall not occur, the party receiving the information shall, at the request of the party which furnished such information, either return to the party which furnished such information or destroy all documents or other materials containing, reflecting or referring to such information; shall use its best efforts to keep confidential all such information; shall use such information only for the purpose of consummating the transactions contemplated by this Agreement; and shall not directly or indirectly use such information for any competitive or commercial purposes. The obligations of Acquiror, Acquiror Sub, Seller and the Seller Subsidiary to keep...
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United and FUB shall permit Valley and its representatives, and Valley and VNB shall permit 1st United and its representatives, accompanied by an officer of the respective party, reasonable access during normal business hours to their respective properties, and shall make available to Valley and its representatives or 1st United and its representatives as the case may be, all books, papers and records relating to their respective assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directors’ and shareholders’ meetings, charter documents, material contracts and agreements, filings with any regulatory authority, independent auditors’ work papers (subject to the receipt by such auditors of a standard access representation letter), litigation files, plans affecting employees, and any other business activities or prospects in which Valley and its representatives or 1st United and its representatives may have a reasonable interest. Neither party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, violate the terms of any contract, jeopardize attorney-client privilege or contravene any law, rule, regulation, order or judgment. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. 1st United acknowledges that Valley may be involved in discussions concerning potential acquisitions of banks and other entities and Valley shall not be obligated to disclose such information to 1st United except as such information is publicly disclosed by Valley.
(b) Each party will hold any information that is confidential, proprietary or otherwise non-public in accordance with the Confidentiality Agreement.
Access to Properties and Records; Confidentiality. (a) During the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement, Seller will permit Purchaser reasonable access to its Assets, and employees, Property owners, Customers, suppliers, and others connected with the operation of the Systems; and will disclose and make available to Purchaser all books, papers and records relating to the Assets. Seller will not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of Seller or would contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date hereof. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, Seller agrees to provide Purchaser with reasonable access to reasonably requested information regarding the Assets in Seller's files, for one (1) year following the Closing Date, to assist Purchaser in the transition of the Assets to Purchaser.
(b) All information furnished by Seller to Purchaser with respect to any Asset pursuant to, or in the negotiation in connection with, this Agreement will be treated as the sole property of Seller until Closing and, if Closing does not occur, Purchaser and its agents and advisers will return to Seller all documents or other materials containing, reflecting or referring to such information, will keep confidential (subject to applicable law that might otherwise require or mandate disclosure of such information) all such information and will not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential will continue indefinitely.
Access to Properties and Records; Confidentiality. (a) The Company shall afford to Parent, and to the accountants, counsel and representatives of Parent, full access during normal business hours through the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article XV) to all properties, books, Contracts, commitments and files and records (including, but not limited to, Tax Returns and correspondence with accountants) of the Company and, during such period, shall furnish promptly to Parent all other information concerning the Company and its properties and personnel as Parent may reasonably request, provided that no investigation or receipt of information pursuant to this Section 11.6 shall qualify any representation or warranty of the Company or the conditions or the obligations of Parent and Merger Sub. The Company also shall afford to Parent full access to all assets and operations of the Company throughout the period prior to the Closing Date.
(b) Parent shall cause its officers, employees and other representatives to hold in confidence all confidential information obtained under (a) above, other than any information (i) that is or becomes publicly known to Parent or such Persons otherwise than in violation of this Agreement, (ii) known to the party to whom disclosed prior to such disclosure, or disclosed to such party by a third party not under an obligation of confidentiality to the Party to this Agreement disclosing the same, (iii) developed by the party to whom disclosed independently of the information so disclosed, or (iv) required to be disclosed by law. Parent shall not (and shall insure that such other Persons do not), without the prior written consent of the Company use such information other than in connection with this Agreement and the Merger or disclose such information to others. To the extent that any such confidential information relates to the customers of the Company, such information shall not be disclosed, directly or indirectly, to any employee of Parent who is directly, or indirectly, involved in selling to or setting prices for the sale to customers in competing transactions.
(c) If this Agreement is terminated, Parent shall, and each shall cause its representatives to, promptly return or cause to be destroyed all copies of confidential information furnished to it and its representatives and all notes and summaries of the confidential information.
Access to Properties and Records; Confidentiality. Sellers shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article 8) to all books and records of Sellers relating to the Acquired Assets and the Assumed Liabilities. Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, taking into account Sellers’ resources and other commitments, during normal business hours, to all Acquired Assets, and to Sellers’ executive officers, accountants, counsel, employees and other representatives, throughout the period prior to the Closing Date.
Access to Properties and Records; Confidentiality. (a) During the period from the date of this Agreement to the earlier of the Closing Date or the termination Of this Agreement, Seller will permit Purchaser reasonable access to its Assets, and will disclose and make available to Purchaser all books, papers and records relating to the Assets. Seller will not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of Seller or would contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date hereof. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing. Seller agrees to provide Purchaser with reasonable access to reasonably requested information regarding the Assets in Seller's files, for three months following the Closing Date, to assist Purchaser in the transition of the Assets to Purchaser.
(b) All information Furnished by Seller to Purchaser with respect to any Asset pursuant to, or in the negotiation in connection with, this Agreement will be treated as the sole property of Seller until Closing and, if Closing does not occur, Purchaser and its agents and advisers will return to Seller all documents or other materials containing , reflecting or referring to such information, will keep confidential all such information and will not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential will continue indefinitely.
Access to Properties and Records; Confidentiality. The Transferor ------------------------------------------------- shall permit InterCept, the Company and their representatives reasonable access during normal business hours to its properties and shall disclose and make available to InterCept, the Company and their representatives all books, papers and records and information relating to the Division, the Transferred Assets and the Assumed Liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and shareholders' meetings, organizational documents, agreements, filings with any Governmental Authority, accountants' work papers, litigation files, plans affecting employees, and any other records and information in which InterCept, the Company and their representatives may have a reasonable interest; provided that such investigation shall be reasonably related to the transactions contemplated by this Agreement and shall not interfere unnecessarily with the normal business operations of the Transferor.
Access to Properties and Records; Confidentiality. (a) The Seller shall permit the Buyer reasonable access to its properties and those of its subsidiaries, and shall disclose and make available to the Buyer all Records, including all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Seller and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors and stockholders meetings, organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which the Buyer may reasonably have an interest in light of the transactions contemplated hereby. In connection with the foregoing and not in limitation thereof, Seller and its subsidiaries shall provide Buyer or any party designated by Buyer such access to all commercial real estate loan files and related materials as is sufficient to enable Buyer or any such designee of Buyer to participate in a timely manner on a fully informed basis in any auction process with regard to Seller's disposition of its commercial real estate loan portfolio as may be undertaken by Seller in accordance with Section 5.21
Access to Properties and Records; Confidentiality. Sellers shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article 13) to all books and records of Sellers relating to the Business (to the extent permitted under Law). Upon reasonable prior notice, Sellers shall also afford Buyer reasonable access, during normal business hours, to the management of the Business, to the Business, all operations of the Business and to all Acquired Assets throughout the period prior to the Closing Date. Sellers shall permit Buyer reasonable access, accompanied by management of the Business, to the customers and suppliers of the Business throughout the remaining period prior to the Closing Date. The rights of access contained in this Section 6.5 are granted subject to, and on, the following terms and conditions: (A) any such investigation shall not include physical testing or samplings, and shall be exercised in such a manner as not to interfere unreasonably with the operation of the Business; (B) during the period from the date hereof to the Closing Date, all information provided to Buyer or its agents or representatives by or on behalf of Sellers or their agents or representatives (whether pursuant to this Section 6.5 or otherwise) shall be governed by and subject to a confidentiality agreement that is mutually acceptable to the parties (the “Confidentiality Agreement”); and (C) such rights of access shall not affect or modify the conditions set forth in Section 11.1 in anyway.
Access to Properties and Records; Confidentiality. The Company and the Executing Shareholders shall permit Purchaser and its representatives reasonable access to its properties and shall disclose and make available to Purchaser and its representatives all books, papers and records and information relating to it, its assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and shareholders' meetings, organizational documents, agreements, filings with any Governmental Authority, accountants' work papers, litigation files, plans affecting employees, and any other records and information in which Purchaser and its representatives may have a reasonable interest; provided that such investigation shall be reasonably related to the transactions contemplated by this Agreement and shall not interfere unnecessarily with the normal business operations of the Company.