Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. (a) The Seller shall permit the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations. The Seller and its Subsidiaries shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives.

Investigation and Confidentiality. (ai) The Seller Company shall permit the Buyer each Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's reasonable request, each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller the Company and Seller its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work paperspapers (other than those that are the property of its independent outside auditors), litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer Purchaser may have a reasonable interestinterest in connection with an investment in the Securities or the Underlying Common Stock, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its reasonable best efforts to cause such third party to provide access to such materials to the Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Seller and its Subsidiaries Company shall make their respective the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with the Buyer each Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives.

Investigation and Confidentiality. (ai) The Seller Borrower shall permit the Buyer Agent, Lenders and its each of their respective representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's reasonable request, Agent and Lenders all books, papers and records relating to the assets, stock ownership, properties, operations, obligations obligations, and liabilities of Seller Borrower and Seller its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work paperspapers (other than those that are the property of its independent outside auditors), litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer Lenders may have a reasonable interestinterest in connection with the Loans, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, Borrower shall use its reasonable best efforts to cause such third party to provide access to such materials to the Agent and Lenders who shall request the same. The Seller In the event that Borrower is prohibited by law from providing any of the access referred to in the preceding sentence to the Agent and Lenders, it shall use its Subsidiaries reasonable best efforts to obtain promptly waivers thereof so as to permit such access. Borrower shall make their respective its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) and its Subsidiaries available to confer with the Buyer Agent and its Lenders and their respective representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives.

Investigation and Confidentiality. (a) The Seller Company shall permit the Buyer Parent and its representatives reasonable access to its the Company's properties and personnel, and shall disclose and make available to the BuyerParent, upon the BuyerParent's reasonable request, all books, papers and records relating to the Company's or FirstBank's assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards stockholders and Boards of directors Directors (and any committees thereof) and shareholdersstockholders, except the minutes related to the process leading to this Agreement and the consummation of the transactions contemplated herein, organizational documents, bylawscode of regulations, material contracts and agreementsMaterial Contracts, filings with any regulatory authorityGovernmental Entity, accountants' work papers, non-privileged litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer Parent may have a reasonable interest; provided, provided however, that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, and shall not unduly interfere with the Company's normal operations. The Seller and its Subsidiaries Company shall make their respective the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and FirstBank available to confer with the Buyer Parent and its representatives; provided, provided however, that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with the Company's or FirstBank's normal operations. Representatives of Buyer or Buyer Bank Parent shall be given notice of and shall be entitled to attend any meetings of the Boards of Directors of Seller and Seller Bank after the date hereofCompany or FirstBank and, providedwithin thirty days following such meeting, that the Chairman Company shall provide Parent with copies of such meetings shall be entitled to exclude such representatives the minutes of Buyer or Buyer Bank from discussions at any such meetings, if except the Board minutes related to the process leading to this Agreement and the consummation of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representativestransactions contemplated herein.

Investigation and Confidentiality. (a) The Seller shall permit the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller SubsidiariesBank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations. The Seller and its Subsidiaries Seller Bank shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, provided that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives.

Investigation and Confidentiality. (a) The Seller shall permit the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's ’s reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' ’ work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. The Seller and its Subsidiaries shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders shareholder to exclude such representatives.

Investigation and Confidentiality. (a) The Seller shall permit the Company will keep Buyer and its representatives reasonable access advised of all material developments relevant to its properties business and personnel, to consummation of the transactions contemplated herein and shall disclose and make available to in the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities Plan of Seller and Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Merger. Buyer may have a reasonable interestmake or cause to be made such investigation of the financial and legal condition of the Company and the Company Subsidiaries as Buyer reasonably deems necessary or advisable in connection with the transactions contemplated herein and in the Plan of Merger; provided, provided however, that such access and any such reasonable request investigation shall be reasonably related to the such transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, and shall not unduly interfere unnecessarily with normal operations. The Seller Company agrees to (and its shall cause the Company Subsidiaries shall make and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to): (i) provide to Buyer (and Buyer's officers, employees and directors, employees, accountants, consultants, legal counsel, agents and authorized representatives (including counsel and independent public accountants) available to confer with the Buyer and its other representatives, provided that such collectively, "Representatives") access shall be reasonably related at reasonable times upon prior notice to the transactions contemplated hereby officers, employees, agents, properties, offices and shall not unduly interfere with normal operations. Representatives other facilities of the Company or the Company Subsidiaries and to the books and records thereof; and (ii) furnish promptly to Buyer such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the company and the Company Subsidiaries as Buyer or its Representatives may reasonably request. Buyer Bank shall be given notice of may communicate with and shall be entitled have access to attend meetings the officers and employees of the Boards Company and the Company Subsidiaries for purposes of Directors negotiating and entering into retention agreements with any officer or employee of Seller and Seller Bank after the date hereofCompany or any Company Subsidiary. No investigation pursuant to this Section 4.04 shall affect or be deemed to modify any representation or warranty made by, providedor the conditions to the obligations to consummate the Merger of, that any party hereto. Each party hereto shall hold all information furnished by the Chairman other party or any of such meetings shall be entitled party's subsidiaries or representatives pursuant to exclude such representatives this Section 4.04 in confidence to the extent required by, and in accordance with, the provisions of Buyer or Buyer Bank from discussions at such meetingsthe confidentiality agreement, if dated December 14, 2001, between Gerard Klauer Mattison & Co., Inc. (on behalf of the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller Company) and its shareholders to exclude such representativesBuyex (xxx "Xxxxxxxxxxxxxxy Agreement").

Investigation and Confidentiality. (a) The Seller shall permit the Buyer and its representatives reasonable access to its the properties and personnel, personnel of Seller and its Subsidiaries and shall disclose and make available to the BuyerBuyer and its representatives, upon the Buyer's reasonable request, all books, papers papers, and records relating to the assets, stock ownership, properties, operations, obligations obligations, and liabilities of Seller and Seller its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such accessSeller, will not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. The Seller and its Subsidiaries shall make their respective directors, officers, employees and agents employees, agents, and authorized representatives (including counsel and independent public accountants) available to confer with the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall and, in the reasonable opinion of Seller, will not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereofof this Agreement, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives.

Investigation and Confidentiality. (a) The Seller shall permit the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. The Seller and its Subsidiaries shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders shareholder to exclude such representatives.

Investigation and Confidentiality. (a) The Seller shall permit the Buyer and its representatives reasonable access to its Seller's properties and personnel, and shall disclose and make available to the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the Seller's or Peoples Federal's assets, stock ownership, properties, operations, obligations and liabilities of Seller and Seller Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards shareholders and Boards of directors Directors (and any committees thereof) and shareholders, except the minutes related to the process leading to this Agreement and the consummation of the transactions contemplated herein, organizational documents, bylawscode of regulations, material contracts and agreementsMaterial Contracts, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Buyer may have a reasonable interest; provided, provided however, that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the Seller providing such access, and shall not unduly interfere with Seller's normal operations. The Seller and its Subsidiaries shall make their respective the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of Seller and Peoples Federal available to confer with the Buyer and its representatives; provided, provided however, that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with Seller's or Peoples Federal's normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend any meetings of the Boards of Directors of Seller and or Peoples Federal and, within thirty days following such meeting, Seller Bank after shall provide Buyer with copies of the date hereof, provided, that the Chairman minutes of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at any such meetings, if except the Board minutes related to the process leading to this Agreement and the consummation of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representativestransactions contemplated herein.