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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (1st United Bancorp, Inc.), Agreement and Plan of Merger (Valley National Bancorp)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Xxxxx and FUB the Bank shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Xxxxx and its representatives, accompanied by an officer of the respective party, reasonable access during normal business hours to their respective properties, and shall disclose and make available to Valley and its representatives or 1st United Xxxxx 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 tax records, minute books of directors’ ' and shareholders’ stockholders' meetings, charter organizational documents, bylaws, 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 Xxxxx 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 customer or would contravene any law, rule, regulation, order or judgment. The parties 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. 1st United Xxxxx acknowledges that Valley may be involved in discussions concerning other potential acquisitions of banks and other entities and Valley shall not be obligated to disclose such information to 1st United Xxxxx except as such information is publicly disclosed by Valley.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Wayne Bancorp Inc /De/)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Oritani and FUB the Bank shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Oritani 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 Oritani 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 Oritani 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 or would reasonably be expected to 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 Oritani 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 Oritani except as such information is publicly disclosed by Valley.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Oritani Financial Corp)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Merchants and FUB the Bank shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Merchants and its representatives, accompanied by an officer of the respective party, reasonable access during normal business hours to their respective properties, and shall disclose and make available to Valley and its representatives or 1st United Merchants 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 tax records, minute books of directors’ ' and shareholders’ stockholders' meetings, charter organizational documents, bylaws, 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 Merchants 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 customer or would contravene any law, rule, regulation, order or judgment. The parties 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. 1st United Merchants acknowledges that Valley may be involved in discussions concerning potential acquisitions of other banks and other entities financial-related institutions and Valley shall not be obligated to disclose such information to 1st United Merchants except as such information is publicly disclosed by Valley.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Merchants New York Bancorp Inc)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Ramapo and FUB the Bank shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Ramapo and its representatives, accompanied by an officer of the respective party, reasonable access during normal business hours to their respective properties, and shall disclose and make available to Valley and its representatives or 1st United Ramapo 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 tax records, minute books of directors’ ' and shareholders’ stockholders' meetings, charter organizational documents, bylaws, 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 Ramapo 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 customer or would contravene any law, rule, regulation, order or judgment. The parties 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. 1st United Ramapo acknowledges that Valley may be involved in discussions concerning other potential acquisitions of banks and other entities and Valley shall not be obligated to disclose such information to 1st United Ramapo except as such information is publicly disclosed by Valley.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Ramapo Financial Corp)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United State Bancorp and FUB SBLI shall permit Valley and its representatives, and Valley and VNB shall permit 1st United State Bancorp 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 State Bancorp 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 documentsCharter 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 State Bancorp 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 State Bancorp 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 State Bancorp except as such information is publicly disclosed by Valley.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (State Bancorp Inc)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Bancshares and FUB CNL shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Bancshares 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 Bancshares 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 Bancshares 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 Bancshares 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 Bancshares except as such information is publicly disclosed by Valley.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valley National Bancorp)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Greater Community and FUB CB shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Greater Community and its representatives, accompanied by an officer of the respective party, reasonable access during normal business hours to their respective properties, and shall disclose and make available to Valley and its representatives or 1st United Greater Community 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 documentsCharter 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 Greater Community 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 customer or would contravene any law, rule, regulation, order or judgment. The parties 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. 1st United Greater Community 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 Greater Community except as such information is publicly disclosed by Valley.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valley National Bancorp)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Bancorp and FUB USAB shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Bancorp 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 Bancorp 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 Bancorp 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 Bancorp 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 Bancorp except as such information is publicly disclosed by Valley.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valley National Bancorp)
Access to Properties and Records; Confidentiality. (a) On reasonable advance notice, 1st United Shrewsbury and FUB SSB shall permit Valley and its representatives, and Valley and VNB shall permit 1st United Shrewsbury and its representatives, accompanied by an officer of the respective party, reasonable access during normal business hours to their respective properties, and shall disclose and make available to Valley and its representatives or 1st United Shrewsbury 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 tax records, minute books of directors’ and shareholders’ meetings, charter documentsCharter 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 Shrewsbury 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 customer or would contravene any law, rule, regulation, order or judgment. The parties 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. 1st United Shrewsbury 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 Shrewsbury except as such information is publicly disclosed by Valley.. 28
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valley National Bancorp)
