Inspection of Records; Confidentiality. (a) CoVest shall (i) afford Midwest and Midwest’s accountants, counsel and other representatives, full access during normal business hours during the period prior to the Closing Date to all of its and the CoVest Subsidiaries’ respective properties, books, contracts, commitments and records, including all attorneys’ responses to auditors’ requests for information, and accountants’ work papers, developed by either of them or their accountants or attorneys; (ii) permit Midwest and its respective representatives to discuss such information directly with CoVest’s officers, directors, employees, attorneys and accountants; and (iii) permit Midwest to perform various accounting procedures, testing or analysis as Midwest deems reasonably appropriate. During such period, CoVest shall use its best efforts to furnish promptly to Midwest all other information concerning the business, properties and personnel of CoVest and the CoVest Subsidiaries as Midwest may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to Midwest. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of CoVest that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto. Nothing Table of Contents contained in this Section 5.01(a) shall be construed as prohibiting Midwest from terminating this Agreement if there is a material change after the date of this Agreement to the information disclosed in the initial Disclosure Schedule of CoVest.
(b) For the sole purpose of permitting CoVest to ascertain the correctness of the representations and warranties made by Midwest to CoVest herein, Midwest shall (i) afford CoVest and CoVest’s accountants, counsel and other representatives, full access during normal business hours during the period prior to the Closing Date to all of its and the Midwest Subsidiaries’ respective properties, books, contracts, commitments and records, including all attorneys’ responses to auditors’ requests for information, and accountants’ work papers, developed by any of them or their accountants or attorneys; and (ii) permit CoVest and its respective representatives to discuss such information directly with Midwest’s executive officers, directors, attorneys and accountants. During such period, Midwest shall use its best efforts to furnish promptly to CoVest all other informa...
Inspection of Records; Confidentiality. (a) COFI and RCSB shall each afford to the other and to the other's accountants, counsel and other representatives (and their Subsidiaries) full access during normal business hours during the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information, and accountants' work papers, developed by either of them or their respective Subsidiaries or their respective accountants or attorneys, and will permit each other and their respective representatives to discuss such information directly with each other's officers, directors, employees, attorneys and accountants. COFI and RCSB shall each use their best efforts to furnish to the other all other information concerning its business, properties and personnel as such other party may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to the other party. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of the party providing such information that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto.
(b) All information disclosed by any party to any other party to this Agreement, whether prior or subsequent to the date of this Agreement including, without limitation, any information obtained pursuant to this Section 5.1, shall be kept confidential by such other party and shall not be used by such other party otherwise as herein contemplated. In the event that this Agreement is terminated, each party shall return all documents furnished hereunder, shall destroy all documents or portions thereof prepared by such other party that contain information furnished by another party pursuant hereto and, in any event, shall hold all information confidential unless or until such information is or becomes a matter of public knowledge.
Inspection of Records; Confidentiality. (a) The Company shall afford to Purchaser and Purchaser's accountants, counsel and other representatives, upon reasonable notice, such reasonable access as Purchaser may request, during normal business hours during the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information and accountants' work papers, developed by the Company or any Company Subsidiary or their accountants or attorneys, and will permit the Company's representatives to discuss such information directly with Purchaser's officers, directors, employees, attorneys and accountants.
(b) In the event that this Agreement is terminated, each party shall upon request of the other party return all nonpublic documents furnished to it hereunder or destroy all documents or portions thereof that contain nonpublic information furnished by the other party pursuant hereto and, in any event, shall hold all nonpublic information received pursuant hereto in the same degree of confidence with which it maintains its own like information unless or until such information is or becomes a matter of public knowledge or is or becomes known to the party receiving the information through persons other than the party providing such information.
Inspection of Records; Confidentiality. (a) The Company shall afford to Purchaser and Purchaser's accountants, counsel and other representatives reasonable access, during normal business hours during the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information and accountants' work papers, developed by the Company or any Company Subsidiary or their accountants or attorneys, and will permit the Company's representatives to discuss such information directly with Purchaser's officers, directors, employees, attorneys and accountants. From the date hereof until the Effective Time, the Company shall, upon reasonable request, provide Purchaser with (i) a complete list of all of its stockholders of record and non-objecting stockholders, including the names, addresses and number of shares of Company Common Stock held by each stockholder, and (ii) any correspondence between the Company and any stockholder of the Company.
(b) Purchaser shall provide the Company reasonable access to the books and records of Purchaser, and such information concerning its business and properties as reasonably requested by the Company.
(c) In the event that this Agreement is terminated, each party shall upon request of the other party return all nonpublic documents furnished to it hereunder or destroy all documents or portions thereof that contain nonpublic information furnished by the other party pursuant hereto and, in any event, shall hold all nonpublic information received pursuant hereto in the same degree of confidence with which it maintains its own like information unless or until such information is or becomes a matter of public knowledge or is or becomes known to the party receiving the information through persons other than the party providing such information.
Inspection of Records; Confidentiality. IUB and PTC shall each afford to the other and to the other's accountants, counsel and other representatives (and their Subsidiaries) reasonable access during normal business hours during the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information, and accountants' work papers, developed by either of them or their respective Subsidiaries or their respective accountants or attorneys, and will permit each other and their respective representatives to discuss such information directly with each other's officers, directors, employees, attorneys and accountants. IUB and PTC shall each use their best efforts to furnish to the other all other information concerning its business, properties and personnel as such other party may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to the other party. The availability or actual delivery of such information (except where set forth in the IUB Letter or PTC Letter) shall not affect the representations, warranties, covenants, and agreements of the party providing such information that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto.
Inspection of Records; Confidentiality. (a) Bancorp shall afford to MAF and MAF's accountants, counsel and other representatives full access during normal business hours during the period prior to the Effective Time to all of its properties, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information and accountants' work papers, developed by Bancorp or any Bancorp Subsidiary or their accountants or attorneys, and will permit Bancorp's representatives to discuss such information directly with MAF's officers, directors, employees, attorneys and accountants and (b) in the event that this Agreement is terminated, each party shall return all nonpublic documents furnished to it hereunder, shall destroy all documents or portions thereof that contain nonpublic information furnished by the other party pursuant hereto and, in any event, shall hold all nonpublic information received pursuant hereto in the same degree of confidence with which it maintains its own like information unless or until such information is or becomes a matter of public knowledge or is or becomes known to the party receiving the information through persons other than the party providing such information.
Inspection of Records; Confidentiality. (a) During the Registration Period, the Company shall make available for inspection during normal business hours and upon two (2) Business Days prior notice by (i) any Investor, (ii) any Legal Counsel and (iii) one (1) firm of accountants or other agents reasonably acceptable to the Company and retained by the Investors (collectively, the "Inspectors") all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably deemed necessary by each Inspector to enable each Inspector to exercise its due diligence responsibility in connection with or related to the contemplated offering. The Company will cause the Company's officers, directors and employees to supply all information that any Inspector may reasonably request for purposes of performing such due diligence.
(b) Each Inspector will hold in strict confidence, use only in connection with the contemplated offering and not make any disclosure (except to an Investor) of any Records or other information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (ii) the release of such Records is ordered pursuant to a final, non-appealable subpoena or other final, non-appealable order from a court or government body of competent jurisdiction, (iii) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement (to the knowledge of the relevant Inspector), (iv) the Records or other information was developed independently by an Inspector without breach of this Agreement, (v) the information was known to the Inspector before receipt of such information from the Company, or (vi) the information was disclosed to the Inspector by a third party not under an obligation of confidentiality. However, an Inspector may make disclosure of such Records and other information to any attorney, adviser or other third party retained by it that needs to know the information, as determined in good faith by the Inspector ("Inspector Representative"), if the Inspector advises the Inspector Representative of the confidentiality provisions of this Section 3.8(b), but the Inspector will be liable for any act or omissio...
Inspection of Records; Confidentiality. BTMU and MUFG shall each afford to MUAH and to MUAH’s accountants, counsel and other representatives full access during normal business hours during the period prior to the Closing Date(s) to all of their properties, books, contracts, commitments and records, including all attorneys’ responses to auditors’ requests for information, and accountants’ work papers, developed by BTMU or MUFG or their accountants or attorneys, with respect to the Contributed Entities, and will permit MUAH and its representatives to discuss such information directly with BTMU’s and MUFG’s officers, directors, employees, attorneys and accountants. BTMU and MUFG shall use their commercially reasonable efforts to furnish to MUAH all other information concerning the business, properties and personnel of the Contributed Entities as MUAH may reasonably request; however, such access may be limited so as to avoid unreasonable disruption or interference with BTMU’s or MUFG’s business operations or as required by law. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to MUAH. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of BTMU and MUFG that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto.
Inspection of Records; Confidentiality. Bay View and its Subsidiaries, on the one hand, and FMAC and its Subsidiaries, on the other hand, shall each afford to the other and to the other's accountants, counsel and other representatives full access during normal business hours, during the period prior to the Effective Time, to all of their respective properties, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information, and accountants' work papers, and will permit their respective representatives to discuss such information directly with each other's officers, directors, employees, attorneys and accountants. Bay View and FMAC shall each use their reasonable best efforts to furnish to the other all other information concerning its business, properties and personnel as such other party may reasonably request. The availability or actual delivery of information shall not affect the representations, warranties, covenants and agreements of the party providing such information that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto.
Inspection of Records; Confidentiality. (a) TSFC shall afford to Private and Private's accountants, counsel and other representatives, full access during normal business hours during the period prior to the Effective Time to all of its properties, employees, books, contracts, commitments and records, including all attorneys' responses to auditors' requests for information, and accountants' work papers, developed by TSFC or their accountants or attorneys, and will permit TSFC's representatives to discuss such information directly with Private's officers, directors, employees, attorneys and accountants. No investigation by Private shall affect the representations and warranties of TSFC herein and each such representation and warranty shall survive any such investigation.
(b) In the event that this Agreement is terminated, each party shall return all nonpublic documents furnished to it hereunder, shall destroy all documents or portions thereof that contain nonpublic information furnished by the other party pursuant hereto and, in any event, shall hold all nonpublic information received pursuant hereto in the same degree of confidence with which it maintains its own like information unless or until such information is or becomes a matter of public knowledge or is or becomes known to the party receiving the information through persons other than the party providing such information.
