Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. (a) The Company shall permit the Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company 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 Purchaser may have a reasonable interest in connection with an investment in the Securities, provided that such access shall be reasonably related to the transactions contemplated hereby 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 the Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make 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 Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Appears in 3 contracts

Samples: Secured Convertible Note Purchase Agreement (Altiva Financial Corp), Purchase Agreement (Value Partners LTD /Tx/), Altiva Financial Corp

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Investigation and Confidentiality. (a) The Prior to the Closing, the Company shall permit the each Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company 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 a Purchaser may have a reasonable interest in connection with an investment in the Securitiesinterest, provided that such access shall be reasonably related to the transactions contemplated hereby 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 each 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 the a Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make 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 a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Appears in 3 contracts

Samples: Unit Purchase Agreement (Value Partners LTD /Tx/), Unit Purchase Agreement (Hawthorne Financial Corp), Unit Purchase Agreement (Hawthorne Financial Corp)

Investigation and Confidentiality. (a) The Company BYL and BYL Bank shall permit the Purchaser PBOC and its representatives reasonable access during normal business hours to its the properties and personnel, and shall disclose and make available to the Purchaser PBOC all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company BYL and its Subsidiaries, BYL 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 Purchaser PBOC may have a reasonable interest in connection with an investment in the Securitiesinterest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in shall not violate any law or agreement or constitute the event that any of the foregoing are in the control waiver 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 sameprivilege. In the event that the Company either BYL or BYL Bank is prohibited by law or agreement from providing any of the access referred to in the preceding sentence to the PurchaserPBOC, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company BYL and BYL Bank shall make the each of their 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 Purchaser PBOC and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby by this Agreement and not unduly interfere with normal operations.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Pboc Holdings Inc), Agreement and Plan of Reorganization (Byl Bancorp)

Investigation and Confidentiality. (a) The Prior to the Closing, the Company shall permit the each Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its the Company 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 a Purchaser may have a reasonable interest in connection with an investment in the Securitiesinterest, provided that such access shall be reasonably related to the transactions contemplated hereby 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 each 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 the a Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its the Company Subsidiaries available to confer with the a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Appears in 1 contract

Samples: Purchase Agreement (Local Financial Corp /Nv)

Investigation and Confidentiality. (a) The Prior to the Closing, the Company shall permit the each Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its the Company 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 a Purchaser may have a reasonable interest in connection with an investment in the Securitiesinterest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with the Company's 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 each 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 the a Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its the Company Subsidiaries available to confer with the a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each A-16

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Ucbh Holdings Inc)

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Investigation and Confidentiality. (a) The Until the last Closing that occurs pursuant to this Agreement, the Company shall permit the Purchaser each Investor and its representatives reasonable access during normal business hours to its the Company's properties and personnel, including those of the Bank, and shall disclose and make available to the Purchaser each Investor all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company 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 Purchaser an Investor may have a reasonable interest in connection with an investment in the Securitiesinterest; provided, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations; and provided, and provided further 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 each Investor 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 an Investor or that provision of such access would jeopardize any attorney-client or other privilege, the Purchaser, it Company shall use its reasonable best efforts to obtain promptly waivers thereof of such law so as to permit such accessaccess or to convey the substance of any requested information without violation or waiver of any such privilege. The Company shall make 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 Purchaser Investors and its their representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Appears in 1 contract

Samples: Master Recapitalization Agreement (Imperial Credit Industries Inc)

Investigation and Confidentiality. (a) The Company USAB shall permit the Purchaser BFHI and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to the Purchaser BFHI all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company USAB and its Subsidiaries, Subsidiaries including, but not limited to, all books of account (including the general ledger), tax recordsTax records (including Tax Returns), 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 (to the extent permitted by such accountants), litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the Purchaser BFHI may have a reasonable interest in connection with an investment in the Securitiesinterest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and ; provided further that in such disclosure shall not be required to the event that extent it would violate any of law or agreement or constitute the foregoing are in the control waiver 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 sameprivilege. In the event that the Company BFHI is prohibited by law or agreement from providing any of the access referred to in the preceding sentence to the Purchasersentence, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company USAB and its Subsidiaries shall make the their respective 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 Purchaser BFHI and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby by this Agreement and not unduly interfere with normal operations.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usabancshares Com Inc)

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