Information, Access Thereto, Confidentiality. Blue River and its respective representatives and agents shall, on reasonable notice and during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, reports, books and records of UBC. Blue River and its respective representatives and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records and properties of UBC and of its financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters (including matters relating to the Sarbanes-Oxley Act of 2002, as amended); provided, however, that such xxxxxx xx xxxxstigation shall not interfere with the normal business operations of UBC. Upon request, UBC shall furnish Blue River, or its respective representatives or agents, their attorneys' responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by Blue River which has been or is developed by UBC, their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by UBC of any claim of attorney-client privilege), and will permit Blue River and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for UBC, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River or its respective representatives or agents. No investigation by Blue River shall affect the representations and warranties made by Unified herein. Blue River shall not use any such information obtained pursuant to this Agreement for any purpose unrelated to the Transaction. Any confidential information or trade secrets received by Blue River or its representatives or agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 8.02 hereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Blue River Bancshares Inc)
Information, Access Thereto, Confidentiality. Blue River ONB and its respective representatives and agents shall, on reasonable notice and during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, reports, books and records of UBCPermanent and the Subsidiaries. Blue River ONB and its respective representatives and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records and properties of UBC Permanent and the Subsidiaries and of its their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters (including matters relating to the Sarbanes-Oxley Act of 2002, as amended)matters; provided, however, that such xxxxxx xx xxxxstigation access or investigation shall not interfere with the normal business operations of UBCPermanent and the Subsidiaries. Upon request, UBC Permanent and the Subsidiaries shall furnish Blue River, ONB or its respective representatives or agents, their attorneys' responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by Blue River ONB which has been or is developed by UBCPermanent or any Subsidiary, their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by UBC Permanent or any Subsidiary of any claim of attorney-client privilege), and will permit Blue River ONB and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for UBCPermanent and the Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River ONB or its respective representatives or agents. No investigation by Blue River ONB shall affect the representations and warranties made by Unified Permanent herein. Blue River ONB shall not use any such information obtained pursuant to this Agreement for any purpose unrelated to the TransactionMergers. Any confidential information or trade secrets received by Blue River ONB or its representatives or agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall be treated confidentially confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by ONB or, at Permanent's request, returned to Permanent in accordance with the Confidentiality event this Agreement (is terminated as defined provided in Section 8.02 9 hereof). This Section 6.09 shall not require the disclosure of any information to ONB which would be prohibited by law.
Appears in 1 contract
Samples: Agreement of Affiliation and Merger (Permanent Bancorp Inc)
Information, Access Thereto, Confidentiality. Blue River ONB and its respective representatives and agents shall, on reasonable notice and during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, reports, books and records of UBCHeritage and the Subsidiaries. Blue River ONB and its respective representatives and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records and properties of UBC Heritage and the Subsidiaries and of its their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters (including matters relating to the Sarbanes-Oxley Act of 2002, as amended)matters; provided, however, that such xxxxxx xx xxxxstigation access or investigation shall not interfere with the normal business operations of UBCHeritage and the Subsidiaries. Upon request, UBC Heritage and the Subsidiaries shall furnish Blue River, ONB or its respective representatives or agents, their attorneys' responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by Blue River ONB which has been or is developed by UBCHeritage or any Subsidiary, their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by UBC Heritage or any Subsidiary of any claim of attorney-client privilege), and will permit Blue River ONB and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for UBCHeritage and the Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River ONB or its respective representatives or agents. No investigation by Blue River ONB shall affect the representations and warranties made by Unified Heritage herein. Blue River ONB shall not use any such information obtained pursuant to this Agreement for any purpose unrelated to the TransactionMerger. Any confidential information or trade secrets received by Blue River ONB or its representatives or agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall be treated confidentially confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by ONB or, at Heritage's request, returned to Heritage in accordance with the Confidentiality event this Agreement (is terminated as defined provided in Section 8.02 9 hereof). This Section 6.09 shall not require the disclosure of any information to ONB which would be prohibited by law.
Appears in 1 contract
Samples: Agreement of Affiliation and Merger (Heritage Financial Services Inc /Tn/)
Information, Access Thereto, Confidentiality. Blue River and its ----------------------------------------------- respective representatives and agents shall, on reasonable notice and during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, reports, books and records of UBC. Blue River and its respective representatives and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records and properties of UBC and of its financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters (including matters relating to the SarbanesXxxxxxxx-Oxley Xxxxx Act of 2002, as amended); provided, however, that such xxxxxx xx xxxxstigation access or investigation shall not interfere with the normal business operations of UBC. Upon request, UBC shall furnish Blue River, or its respective representatives or agents, their attorneys' responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by Blue River which has been or is developed by UBC, their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by UBC of any claim of attorney-client privilege), and will permit Blue River and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for UBC, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River or its respective representatives or agents. No investigation by Blue River shall affect the representations and warranties made by Unified herein. Blue River shall not use any such information obtained pursuant to this Agreement for any purpose unrelated to the Transaction. Any confidential information or trade secrets received by Blue River or its representatives or agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 8.02 hereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Unified Financial Services Inc)