Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and 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 papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations. Each party 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 other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (SFS Bancorp Inc), Agreement and Plan of Merger (Usb Holding Co Inc), Agreement and Plan of Merger (Tappan Zee Financial Inc)

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Investigation and Confidentiality. (a) Each party Party shall permit the other party Party and its representatives reasonable access to its and its Subsidiaries properties and personnel, and shall disclose and make available upon reasonable request to the extent such other party disclosure is permitted by law and will not result in the loss or potential loss of any attorney-client privilege, all books, papers and records relating to the its and its Subsidiaries assets, stock ownership, properties, operations, obligations and liabilities of it and its Subsidiariesliabilities, including, but not limited to, including 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 documentsCharter, 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 other party examining Party 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 respective parties providing such access, Transactions and shall not unduly interfere with normal operationsoperations of the other Party and its Subsidiaries. Each party and its Subsidiaries Party shall make their respective its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) and those or its Subsidiaries available to confer with the other party Party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby Transactions and shall not unduly interfere with the normal operationsoperations of such Party and its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cohoes Bancorp Inc), Agreement and Plan of Merger (Hudson River Bancorp Inc)

Investigation and Confidentiality. (a) Each party Party shall permit the other party Party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party Party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and 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 papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties Parties providing such access, not unduly interfere with normal operations. Each party Party 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 other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc. Of Louisiana)

Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party upon such other party's reasonable request all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and 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 papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations. Each party 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 other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (East Texas Financial Services Inc)

Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and 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 shareholdersstockholders, 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 other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations. Each party 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 other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Heritage Financial Group Inc)

Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and 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 filing with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations. Each party 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 other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northeast Bancorp /Me/)

Investigation and Confidentiality. (a) Each party Party shall permit the other party Party and its representatives reasonable access to its and its Subsidiaries properties and personnel, and shall disclose and make available upon reasonable request to the extent such other party disclosure is permitted by law and will not result in the loss or potential loss of any attorney-client privilege, all books, papers and records relating to the its and its Subsidiaries assets, stock ownership, properties, operations, obligations and liabilities of it and its Subsidiariesliabilities, including, but not limited to, including 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 documentscertificate of incorporation, 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 other party examining Party 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 respective parties providing such access, Merger and shall not unduly interfere with normal operationsoperations of the other Party and its Subsidiaries. Each party and its Subsidiaries Party shall make their respective its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) and those of its Subsidiaries available to confer with the other party Party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby Merger and shall not unduly interfere with the normal operationsoperations of such Party and its Subsidiaries.

Appears in 1 contract

Samples: 58 Pages Agreement and Plan of Merger (Value Partners LTD /Tx/)

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Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnelperson- nel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and 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 com- mittees 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 other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations. Each party and its Subsidiaries shall make their respective directorsdirec- tors, officers, employees and agents and authorized representatives representa- tives (including counsel and independent public accountants) available to confer with the other party and its representativesrepresenta- tives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere in- terfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank of New Hampshire Corp)

Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and its Subsidiaries, 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 other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, and not unduly interfere with normal operations, shall not violate any law or agreement or constitute the waiver of any privilege. In the event that any party is prohibited by law or agreement from providing any of the access referred to in the preceding sentence, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. Each party 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 other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby by this Agreement and shall not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (R&g Financial Corp)

Investigation and Confidentiality. (a) Each party shall permit the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and its Subsidiarieswith respect to the Company, the Bank, 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 other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations. Each party Peoples, the Company and its Subsidiaries the Bank shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Community Bancorp Inc /De/)

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