Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved. (b) Any information provided to Associated by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereof.
Appears in 4 contracts
Sources: Merger Agreement (Associated Banc-Corp), Merger Agreement (State Financial Services Corp), Merger Agreement (Associated Banc-Corp)
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Company or any of the Company Associated Subsidiaries, the Company Associated shall (and shall cause the Company Associated Subsidiaries to) afford to Associatedthe Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Associated Board of Director minutes which discuss this or any other merger proposals or Competing TransactionsMerger). Prior After the date of this Agreement and prior to the Effective Time, the Company upon reasonable notice, Associated shall (and shall cause the Company Associated Subsidiaries to) furnish promptly to Associated the Company (i) a copy of each Company Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company Associated SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedmay reasonably request.
(b) Any information provided to Associated by the Company or any of the Company Subsidiariesby Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated the Company agrees to promptly return all information and documents that it has obtained from the Company Associated in connection herewith without retaining a copy thereof.
Appears in 4 contracts
Sources: Merger Agreement (Associated Banc-Corp), Merger Agreement (State Financial Services Corp), Merger Agreement (Associated Banc-Corp)
Access and Information. (a) Prior Subject to and in accordance with the terms of those certain letters dated July 24, 1995 and July 28, 1995 between BarCo and the Company (the "Confidentiality Agreement"), relating to the exchange of information between the parties and certain other matters, the Company has previously afforded (and will afford prior to the termination of this Agreement) to BarCo and to BarCo's accountants, counsel and other representatives full access in a reasonable manner throughout the period prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, Time to all of its properties, books, contracts, commitmentscommitments and records, and records has furnished (and will furnish) to BarCo and BarCo's accountants, counsel and other than representatives all information concerning its business, properties and personnel, including certain proprietary and confidential information of the portion of Company Board of Director minutes which discuss this disclosing party, as BarCo has requested (or any other merger proposals or Competing Transactionsmay reasonably request). Prior to The Company shall furnish BarCo with drafts of any proposed filings with the Effective Time, Commission as the same are distributed internally within the Company shall (as well as copies of such reports and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance concurrently upon their filing with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedCommission.
(b) Any furnishing of information provided pursuant hereto or any investigation by either party shall not affect that party's right to Associated rely on the representations and warranties made by the Company or any of other party in this Agreement. Except as otherwise provided by law, BarCo, the Company Subsidiaries, whether prior and Sub each agrees to or subsequent maintain all information received pursuant to the date terms of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated herebyConfidentiality Agreement in accordance with the terms and conditions of the Confidentiality Agreement.
(c) except In the event that between the date hereof and the Effective Date any federal, state, local or foreign governmental authority shall commence any examination, review, investigation, action, suit or proceeding against the Company or BarCo with respect to the extent that (i) it was already known Merger, the party as to which such examination, review, investigation, action, suit or proceeding is commenced shall give prompt notice thereof to the other party, shall keep the other party informed as to the status thereof and have access to and be consulted in connection with any document filed or provided to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government governmental authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofwith such examination, review, investigation, action, suit or proceeding.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Bliss & Laughlin Industries Inc /De), Agreement and Plan of Merger (BRW Steel Corp), Merger Agreement (BRW Steel Corp)
Access and Information. (a) Prior to Between the Effective Time, in a manner consistent with applicable Law date of this Agreement and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (will give, and shall cause direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company Subsidiaries to) furnish and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to Associated furnish Purchaser with (i) a copy of each Company Bank Report filed by it (such financial and operating data and other information with respect to the extent permitted by Law) after business and properties of the date of this Agreement Company and prior its subsidiaries as Purchaser may from time to the Effective Time pursuant to the requirements of federal or state securities lawstime reasonably request, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; and (ii) a copy of each Company SEC Report material report, schedule and other document filed by it or received by it after the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of this Agreement first acceptance of Shares for payment under the Offer following satisfaction of the Minimum Condition, Purchaser may, upon the prior written approval (except which shall not be unreasonably withheld or delayed) of the Company’s Chief Executive Officer or Chief Financial Officer and subject to such conditions as are reasonable in the extent an SEC Report filed by it is available on ▇▇▇▇▇); and circumstances, (iiii) monthly consolidated financial statements contact any employee of the Company directly, provided that such contact is for informational purposes only and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent does not unreasonably interfere with past practice (such employee’s ongoing responsibilities to the extent applicableCompany, and (ii) and shall be prepared in accordance with have access to the Company’s normal accounting procedures offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on a consistent basis throughout Purchaser or Merger Sub’s ability to assert that conditions to Closing or to the periods involvedconsummation of the Offer have not been satisfied.
(b) Any information provided to Associated by the Company or any The Chief Financial Officer of the Company Subsidiaries, whether shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to or subsequent to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer.
(c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall be kept confidential inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e), (f), (g), (h), (i) and (1) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the representatives effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied.
(d) Prior to the execution and delivery of Associated (this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Company’s Board of Directors approving the execution, delivery and shall be used by them only in connection with performance of this Agreement and the other agreements contemplated hereby (including the Shareholders Agreement and the Stock Option Agreement) and, in each case, the transactions contemplated hereby) except to thereby, certified by the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to Secretary of the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofCompany.
Appears in 3 contracts
Sources: Merger Agreement (Sl Industries Inc), Merger Agreement (Sl Industries Inc), Merger Agreement (Ault Inc)
Access and Information. (a) Prior to Until the Effective Time, in a manner consistent with applicable Law Time and upon reasonable notice and without unreasonable disruption subject to applicable laws relating to the business carried on by the Company or any exchange of the Company Subsidiariesinformation, the Company shall (shall, and shall cause the each Company Subsidiaries Subsidiary to) , afford to Associated’s the Seller's officers, employees, accountants, legal counsel, counsel and other representatives of the Seller, access, during normal business hours, to all its properties, books, contracts, commitments, commitments and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions)records. Prior to the Effective Time, the Company shall (and shall cause the each Company Subsidiaries Subsidiary to) furnish promptly (as soon as available or received by the Company or any Company Subsidiary) to Associated the Seller (i) a copy of each Company Bank Report filed by it or received by it (to the extent permitted not prohibited by LawLaw and if so prohibited, the Company shall promptly so notify the Seller) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, laws or any other applicable laws Laws promptly after such documents are available; available and (ii) a copy of each Company SEC Report filed by it or received by it after all other information concerning the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); business, properties and (iii) monthly consolidated financial statements personnel of the Company and or the Company SubsidiariesSubsidiaries as the Seller may reasonably request, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, other than in each case reports or documents which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company is not permitted to disclose under applicable law or any of the Company Subsidiaries, whether binding agreement entered in to prior to or subsequent to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Unless otherwise required by Law, shall be kept confidential by the representatives parties will hold any such information which is nonpublic in confidence until such time as such information becomes publicly available through no wrongful act of Associated (either party, and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount event of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to for any reason each party shall promptly return all information and nonpublic documents that it has obtained from the Company in connection herewith without retaining a copy thereofany other party, and any copies made of such documents, to such other party or destroy such documents or copies.
Appears in 2 contracts
Sources: Merger Agreement (Advantage Bancorp Inc), Merger Agreement (Marshall & Ilsley Corp/Wi/)
Access and Information. (a) Prior to From the Effective Time, in a manner consistent with applicable Law date of this Agreement until the Closing Date and upon reasonable notice notice, and without unreasonable disruption subject to applicable Law relating to the business carried on by the Company or any exchange of the Company Subsidiariesinformation, the Company Seller shall (afford, and shall cause the Company Subsidiaries to) afford to Associated’s afford, to Buyer's officers, employees, accountants, legal counsel, counsel and other representatives accessrepresentatives, access during normal business hours, hours to all its the properties, books, contracts, commitments, commitments and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior relating to the Effective TimeCompany, but excluding any books, contracts, commitments and records in any way related to the Company shall sale of the Company.
(b) From the date of this Agreement and until the Closing Date, Seller shall cause the Company Subsidiaries to) , or shall itself, furnish promptly to Associated Buyer (i) a copy of each Company Bank Report filed nonconfidential filing made by it Seller with the Securities and Exchange Commission (to the extent permitted by Law) after "SEC"), under the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal HSR Act or state securities laws, the BHCA, any other federal or state banking laws, or under any other applicable laws Laws promptly after such documents are available; , (ii) a copy of each Company SEC Report Tax Return filed by it Seller for the three most recent years available with respect to or received by it after the date of this Agreement (except containing information pertaining to the extent an SEC Report filed by it is available on ▇▇▇▇▇); Company, a copy of any correspondence received from the IRS or any other governmental entity or taxing authority or agency and any other correspondence relating to Taxes payable with respect to the Company, and (iii) monthly consolidated financial statements of all other information concerning the Company and as Buyer may reasonably request, other than in each case reports or documents which neither the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (nor Seller is permitted to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company disclose under applicable Law or any of the Company Subsidiaries, whether binding agreement entered into prior to or subsequent to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(c) Unless otherwise required by Law, shall be kept confidential by the representatives parties will hold any such information which is nonpublic in confidence until such time as such information becomes publicly available through no wrongful act of Associated (either party, and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount event of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to for any reason each party shall promptly return all information and nonpublic documents that it has obtained from any other party, and any copies made of such documents, to such other party or destroy such documents and copies. From the Company date hereof until the earlier of the Closing Date or the termination of this Agreement, and subject to the other provisions of this Agreement, the parties agree that they will take no actions outside of the ordinary course of business to harm the value of the business conducted by the Company; provided, however, that this limitation shall not limit the ability of the parties to engage in connection herewith without retaining a copy thereofnormal competition with each other (including, to the extent applicable, effecting price adjustments to their respective products).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Intertape Polymer Group Inc), Stock Purchase Agreement (Spinnaker Industries Inc)
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law and upon Upon reasonable notice and without unreasonable disruption subject to applicable laws relating to the business carried on by the Company or any exchange of the Company Subsidiariesinformation, the Company shall (and shall cause the Company Company’s Subsidiaries to) afford to Associated’s officersParent and its representatives (including, employeeswithout limitation, accountants, legal officers and employees of Parent and its affiliates and counsel, financial advisor, accountants and other representatives access, professionals retained by Parent) such reasonable access during normal business hourshours in a manner not to interfere with the prudent operation and supervision of employees of the Company and its Subsidiary throughout the period prior to the Effective Time to the books, to all its propertiesrecords (including, bookswithout limitation, tax returns and work papers of independent auditors and materials proposed in connection with meetings of the Company’s board of directors), contracts, commitmentsproperties, personnel and records to such other information relating to the Company and the Company’s Subsidiaries as Parent may reasonably request, except where such materials relate to (other than i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the portion opinion of Company Board counsel to the Company, the presence of Director minutes which discuss this such designees would or rightly adversely affect the confidential nature of, or any other merger proposals privilege relating to, the matters being discussed, (iii) matters involving an Acquisition Proposal or Competing Transactions)(iv) matters involving the discussion or disclosure of confidential supervisory information; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement. Prior Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) From the date hereof until the Effective Time, the Company shall (shall, and shall cause the Company Company’s Subsidiaries to) furnish , promptly to Associated provide Parent with (i) a copy of each Company Bank Report report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawswith a Governmental Entity, the BHCAincluding any SEC Reports, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it periodic report to its senior management and all materials relating to its business or received by it after operations furnished to its board of directors, including all monthly board packages and copies of the date minutes of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements meetings of the boards of directors of the Company and the Company SubsidiariesCompany’s Subsidiaries and any committees thereof, including (iii) a balance sheet, income statement, statement copy of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (each press release made available to the extent applicablepublic and (iv) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that Parent shall not be prepared entitled to receive reports or other documents relating to (w) matters involving this Agreement, (x) pending or threatened litigation or investigations if, in accordance with the opinion of counsel to the Company’s normal accounting procedures on a consistent basis throughout , the periods involveddisclosure of such information would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, (y) matters involving an Acquisition Proposal, or (z) matters involving the discussion or disclosure of confidential supervisory information.
(bc) Any The Company and Parent will not, and will cause its respective representatives not to, use any information provided to Associated by and document obtained in the Company or any course of the Company Subsidiaries, whether prior to or subsequent to consideration of the date consummation of the transactions contemplated by this Agreement, shall be kept confidential by including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the representatives consummation of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent by this Agreement. The Parties agree that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from pursuant to this Section 5.3 shall be held in confidence and shall be treated as secret and confidential including to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement.
(d) From and after the date hereof, representatives of Parent and the Company shall meet on a regular basis to discuss and plan for the conversion of the Company’s and its Subsidiaries’ data processing and related electronic informational systems.
(e) On the same day each month as the Company provides its monthly board package to its directors, which is expected to be on or about the third Tuesday of each month, the Company shall provide Parent with an updated list of Loans described in connection herewith without retaining a copy thereofSection 3.2(w)(vi).
Appears in 1 contract
Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time:
(i) Charter shall, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company its Subsidiaries to) , afford to Associated’s officersNationsBank, employees, and its accountants, legal counsel, counsel and other representatives accessrepresentatives, full access during normal business hours, hours to all its the properties, books, contracts, commitmentstax returns, commitments and records of Charter and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to the Merger, and Charter and its Subsidiaries will cooperate fully with all such reviews and investigations.
(other than the portion ii) NationsBank shall upon reasonable notice make personnel and copies of Company its SEC reports available to Charter and its advisors for purposes of any review or report to its Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to Directors in evaluating the Effective Time, Merger.
(b) During the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after period from the date of this Agreement and prior to through the Effective Time pursuant Time, Charter shall furnish to NationsBank (i) all Reports referred to in Section 5.17 promptly upon the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report Tax Return filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated and other interim financial statements in the form prepared by Charter for its internal use. During this period, Charter also shall notify NationsBank promptly of any material change in the Condition of Charter or any of its Subsidiaries.
(c) Notwithstanding the foregoing provisions of this Section 8.01, no investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the Company parties (as modified by information (i) furnished to NationsBank pursuant to the terms of any investment agreement, (ii) disclosed in writing to NationsBank in its due diligence process or (iii) included in the Charter Disclosure Schedule) which are contained herein and each such representation and warranty shall survive such investigation.
(d) NationsBank agrees that it will keep confidential any information furnished to it in connection with the Company Subsidiariestransactions contemplated by this Agreement which is reasonably designated as confidential at the time of delivery, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (except to the extent applicablethat such information (i) was already known to NationsBank and shall was received from a source other than Charter or any of its Subsidiaries, directors, officers, employees or agents, (ii) thereafter was lawfully obtained from another source, or (iii) is required to be prepared disclosed to the SEC, the NASD, the OCC, the OTS, the Federal Reserve Board, FDIC or any other governmental agency or authority, or is otherwise required to be disclosed by law. NationsBank agrees not to use such information, and to implement safeguards and procedures that are reasonably designed to prevent such information from being used, for any purpose other than in accordance connection with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedtransactions contemplated by this Agreement. Upon any termination of this Agreement, NationsBank will return to Charter all documents furnished NationsBank for its review and all copies of such documents made by NationsBank.
(be) Any information provided to Associated by the Company or any of the Company Charter shall cooperate, and shall cause its Subsidiaries, whether prior accountants, counsel and other representatives to or subsequent cooperate, with NationsBank and its accountants, counsel and other representatives, in connection with the preparation by NationsBank of any applications and documents required to obtain the Approvals which cooperation shall include providing all information, documents and appropriate representations as may be necessary in connection therewith and, when requested by NationsBank, preparing and filing of regulatory applications.
(f) From and after the date of this Agreement, each of NationsBank and Charter shall use its reasonable best efforts to satisfy or cause to be kept confidential by the representatives of Associated (and shall be used by them only in connection with satisfied all conditions to their respective obligations under this Agreement. While this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when receivedis in effect, (ii) it hereafter becomes lawfully obtainable from other sourcesneither NationsBank nor Charter shall take any actions, or (iii) it is required omit to be disclosed by Associated in take any document required to be filed with any government authority or agencyactions, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of would cause this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company become unenforceable in connection herewith without retaining a copy thereofaccordance with its terms.
Appears in 1 contract
Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiariesshall, the Company shall (and shall cause the Company its Subsidiaries to) , afford to Associated’s officers, employees, Sterling and its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits.
(other than b) During the portion period from the date of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to Agreement through the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated Sterling (i) a copy of each Company Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report Tax Return filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); hereof, and (iii) monthly consolidated and other interim financial statements of in the form prepared by the Company and for its internal use. During this period, the Company Subsidiaries, including a balance sheet, income statement, statement shall notify Sterling promptly of stockholders’ equity and statement any material change in the Condition of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company or any of its Subsidiaries.
(c) Notwithstanding the foregoing provisions of this Section 8.01, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation.
(d) Sterling agrees that it will keep confidential and not disclose to any third party any information furnished to it by the Company Subsidiaries, whether prior to or subsequent to in connection with the date of transactions contemplated by this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by Associated in to any document Regulatory Authority, or is otherwise required to be filed disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement pursuant Agreement, Sterling will return to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofor will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling.
Appears in 1 contract
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiariesshall, the Company shall (and shall cause the Company its Subsidiaries to) , upon reasonable notice, afford to Associated’s officers, employeesParent and its counsel, accountants, legal counsel, consultants and other authorized representatives reasonable access, during normal business hours, to all its the employees, properties, books, contracts, commitments, books and records (other than the portion of Company Board and its Subsidiaries so that they may have the opportunity to make such investigations of Director minutes which discuss the business and affairs of Company and its Subsidiaries as they reasonably desire; PROVIDED, HOWEVER, that such investigation shall not affect the representations and warranties made by Company in this or any other merger proposals or Competing Transactions)Agreement. Prior to the Effective Timetheir filing, the Company shall (and shall cause the Company Subsidiaries to) furnish as promptly as practicable to Associated (i) Parent a copy of each Company Bank Report registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it (to the extent permitted by Law) or any of its Subsidiaries after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsLaws, the BHCANew York Stock Exchange, any Inc. or the DGCL. Company shall cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other federal or state banking laws, or any other applicable laws promptly after information and respond to such documents are available; (ii) a copy inquiries as Parent from time to time reasonably requests. All of each Company SEC Report filed by it or received by it after the date requirements of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which SECTION 5.3 shall be prepared consistent with past practice (subject to the extent applicable) any prohibitions or limitations of applicable law and shall be prepared in accordance with subject to the Company’s normal accounting procedures on a consistent basis throughout the periods involvedConfidentiality Agreement.
(b) Any information provided Prior to Associated by the Effective Time, Company shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available and shall cause one or more of its designated representatives to confer on a regular basis with representatives of Parent upon Parent's reasonable request. Company shall provide Parent with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the Company Subsidiariessame may be contemplated) by Governmental Entities, whether prior or the institution or, to or subsequent its knowledge, the threat of material litigation (including all litigation relating to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except ), and Company shall keep Parent fully informed of such events. Parent shall provide Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the extent that transactions contemplated hereby.
(ic) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed Company shall provide Parent with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information a correct and limited to complete list of all Foreign Benefit Plans within 30 days following the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII date hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereof.
Appears in 1 contract
Access and Information. (a) Prior to Until the Effective Time, in a manner consistent with applicable Law Time and upon reasonable notice notice, and without unreasonable disruption subject to applicable laws relating to the business carried on by the Company or any exchange of the Company Subsidiariesinformation, the Company shall (Seller shall, and shall cause the Company Subsidiaries each Seller Subsidiary to) , afford to Associated’s the Company's officers, employees, accountants, legal counsel, counsel and other representatives of Company, access, during normal business hours, to all its properties, books, contracts, commitments, commitments and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions)records. Prior to the Effective Time, the Company Seller shall (and shall cause the Company Subsidiaries each Seller Subsidiary to) furnish promptly (as soon as available or received by Seller or any Seller Subsidiary) to Associated the Company (i) a copy of each Company Bank Seller Report filed by it or received by it (to the extent permitted not prohibited by LawLaw and if so prohibited the Seller shall promptly so notify the Company) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, laws or any other applicable laws Laws promptly after such documents are available; , (ii) the monthly financial statements of Seller and the Seller Subsidiaries (as prepared by Seller in accordance with its normal accounting procedures) promptly after such financial statements are available without further request by the Company, (iii) a copy of any action, including all minutes, taken by the Board of Directors, or any committee thereof, of Seller and the Seller Subsidiaries and any documents or other materials of any kind provided to such Boards or Committees promptly after such action, minutes, materials or other documents become available without further request by the Company, (iv) a copy of each Company SEC Report Tax Return filed by it Seller and each Seller Subsidiary for the three most recent years available, a copy of any correspondence received from the IRS or received by it after any other governmental entity or taxing authority or agency and any other correspondence relating to Taxes, and any other documents relating to Taxes as the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); Company may reasonably request, and (iiiv) monthly consolidated financial statements of the all other information concerning its business, properties and personnel as Company and the Company Subsidiariesmay reasonably request, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, other than in each case reports or documents which shall be prepared consistent with past practice (Seller is not permitted to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company disclose under applicable law or any of the Company Subsidiaries, whether binding agreement entered into prior to or subsequent to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Unless otherwise required by Law, shall be kept confidential by the representatives parties will hold any such information which is nonpublic in confidence in accordance with the terms of Associated (and shall be used by them only the confidentiality agreements in connection with this Agreement and effect between the transactions contemplated hereby) except to parties on the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination date of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofAgreement.
Appears in 1 contract
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiariesshall, the Company shall (and shall cause the Company its Subsidiaries to) , upon reasonable notice, afford to Associated’s officers, employeesPurchaser and its counsel, accountants, legal counsel, consultants and other authorized representatives full and complete access, during normal business hours, to all its the customers, suppliers, employees, properties, books, contracts, commitments, books and records (other than the portion of Company Board and its Subsidiaries so that they may have the opportunity to make such investigations of Director minutes which discuss the business and affairs of Company and its Subsidiaries as they shall desire; provided, however, that such investigation shall not affect the representations and warranties made by Company in this or any other merger proposals or Competing Transactions)Agreement. Prior to the Effective Timetheir filing, the Company shall (and shall cause the Company Subsidiaries to) furnish as promptly as practicable to Associated (i) Purchaser a copy of each Company Bank Report registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it (to the extent permitted by Law) or any of its Subsidiaries after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsLaws, the BHCArules and regulations of any stock market or exchange on which Company Common Stock is traded or the DGCL. Company shall cause its officers and employees, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) in a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared manner consistent with past practice (the fulfillment of their ongoing duties and obligations, to the extent applicable) furnish such additional financial and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedoperating data and other information and respond to such inquiries as Purchaser from time to time reasonably requests.
(b) Any information provided Prior to Associated by the Effective Time, Company shall promptly provide Purchaser with copies of all monthly and other interim financial statements as the same become available, but in any event not later than 15 calendar days after each month-end (including a detailed listing of the Company's backlog), and shall cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of Purchaser. Company shall provide Purchaser with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby), and Company Subsidiariesshall keep Purchaser fully informed of such events.
(c) The Company shall deliver to Purchaser, whether prior to or subsequent to promptly after it becomes available, the written opinion of the Financial Advisor, dated as of the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to effect that, as of such representatives when receiveddate, (ii) it hereafter becomes lawfully obtainable the Merger Consideration is fair, from other sourcesa financial point of view, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount holders of information required shares of Company Common Stock. The Company shall also promptly deliver to be disclosed. Upon Purchaser any termination updates to or revisions of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofsuch opinion.
Appears in 1 contract
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after From the date of this Agreement through the Effective Time, Seller shall afford to each of Purchaser and prior its authorized agents and representatives, reasonable access to its properties, assets, books and records and personnel, at reasonable business hours and after reasonable notice; and Purchaser shall be provided with such financial and operating data and other information with respect to the Effective Time businesses, properties, assets, books and records and personnel of Seller as it shall from time to time reasonably request. Purchaser agrees to conduct any such requests and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and consumer and employee relationships of Seller. In the event the Purchaser learns of any information or matters during such investigation that the Purchaser believes may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements contained herein, the Purchaser shall provide the Seller with a written notice within 15 business days or such longer period as extended by the parties in writing contemplated by this Section 4.3, specifying the information or matters learned and the basis upon which they may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements. No breach of a representation, warranty, covenant or agreement that is learned pursuant to the requirements Purchaser's investigation contemplated by this Section 4.3 shall constitute a material breach of federal a representation, warranty, covenant or state securities laws, the BHCA, agreement by Seller under any other federal provision of or state banking laws, or for any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of purpose under this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which information or matters underlying such breach shall be prepared consistent deemed to have been fully disclosed in Seller's disclosure pursuant to this Agreement, unless Purchaser provides Seller with past practice (a written notice relating thereto delivered within the time period provided in the immediately preceding sentence and Purchaser exercises its right to terminate this Agreement on the extent applicable) and shall be prepared basis thereof in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedSection 6.1.
(b) Any The Purchaser agrees to treat as strictly confidential all information provided received from the Seller and agrees not to Associated by the Company divulge to any other person, natural or corporate (other than essential employees and agents of such party) any of the Company Subsidiariesfinancial statements, whether prior to or subsequent schedules, contracts, agreements, instruments, papers, documents and other information relating to the date Seller which it may come to know or which may come into its possession and, if the transactions contemplated hereby are not consummated for any reason, agrees promptly to return to the Seller all written material furnished by Seller.
(c) Each party hereto will not, and will cause its respective representatives not to, use any information obtained from any other such party as a result of this Agreement, shall be kept confidential by the representatives of Associated Agreement (and shall be used by them only including this Section 4.3) or in connection with this Agreement and the transactions contemplated herebyhereby (whether so obtained before or after the execution hereof, including work papers and other materials derived therefrom (collectively, the "Confidential Information") except for any purpose unrelated to the extent that consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, regulation and applicable Governmental Entities, each party hereto will keep confidential, and will cause its respective representatives to keep confidential, all Confidential Information relating to or furnished by any other such party unless such information (i) it was already or becomes known to such representatives when receivedthe general public, other than from a prohibited disclosure by a party to this Agreement or its representatives, (ii) it hereafter becomes lawfully obtainable available to such party or an affiliate of such party from sources (other sourcesthan another party to this Agreement or its representatives) not bound by a confidentiality obligation or agreement, or (iii) it is required disclosed with the prior written approval of the party which furnished such Confidential Information or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be disclosed by Associated consummated, each party hereto and its respective representatives shall promptly cause all Confidential Information in any document required the possession of itself and its representatives, including all copies or extracts thereof, to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited returned to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from party which furnished the Company in connection herewith without retaining a copy thereofsame.
Appears in 1 contract
Sources: Merger Agreement (N-Vision Inc)
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law Time and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board board of Director director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, the HOLA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇)Agreement; and (iii) the monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofherewith.
Appears in 1 contract
Access and Information. (a) Prior Fidelity and F&T Bank shall afford to Eagle, and to Eagle’s accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours of Fidelity and F&T Bank, during the period prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all of its properties, books, contracts, commitments, commitments and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Timeand, the Company during such a period, shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated Eagle (ia) except as prohibited by law, a copy of each Company Bank Report report, schedule and other document filed or received by it during such period with or from (to i) the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are availableDFR; (ii) Federal Reserve Board or (iii) the FDIC; and (b) all other information concerning its business, assets, properties and personnel as Eagle may reasonably request. Eagle and its accountants, counsel, financial advisors and other representatives will request permission for all such access in advance, and all such access will be conducted in a copy manner designed to minimize disruption to the normal business operations and employee or customer relations of each Company SEC Report filed Fidelity and F&T Bank. Eagle shall cause all information obtained by it or received by it after the date of its representatives from Fidelity and F&T Bank pursuant to this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement the negotiation thereof, including, without limitation, the schedules hereto, to be treated as confidential and shall not use, nor knowingly permit others to use, any such information for any purpose other than in connection with the transactions contemplated hereby) except , unless such information becomes generally available to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, public or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited pursuant to the minimum amount order of information required to be disclosed. Upon any a court of competent jurisdiction or otherwise in accordance with applicable law, and in the event of the termination of this Agreement pursuant to Article VIII hereof, Associated agrees to shall promptly return all documents (including copies thereof) obtained hereunder from Fidelity and F&T Bank, and shall destroy all copies of any analyses, compilations, notes, studies or other documents prepared from any such material for their use. Fidelity and F&T Bank agree that they shall cause all information and documents that it has obtained by them or their representatives from the Company Eagle or EagleBank pursuant to this Agreement or in connection herewith with the negotiation thereof, including, without retaining limitation, the schedules hereto, to be treated as confidential and shall not use, nor knowingly permit others to use, any such information for any purpose other than in connection with the transactions contemplated hereby, unless such information becomes generally available to the public or is required to be disclosed pursuant to the order of a copy court of competent jurisdiction or otherwise in accordance with applicable law, and in the event of the termination of this Agreement shall promptly return all documents (including copies thereof) obtained hereunder from Eagle or EagleBank, and shall destroy all copies of any analyses, compilations, notes, studies or other documents prepared from any such material for their use.
Appears in 1 contract
Sources: Merger Agreement (Eagle Bancorp Inc)
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law and upon Upon reasonable notice and without unreasonable disruption subject to applicable laws relating to the business carried exchange of information, each of Purchaser and Purchaser Bank, on by the Company or any one hand, and IIBK, on the other hand, for purposes of verifying the representations and warranties of the Company Subsidiariesother and preparing for integration of the parties and other matters contemplated by this Agreement, the Company shall (and shall cause the Company its respective Subsidiaries to) afford to Associated’s officersthe other party and its representatives (including, employeeswithout limitation, accountants, legal officers and employees of the other party and its Affiliates and counsel, accountants and other representatives access, professionals retained by the other party) such reasonable access during normal business hourshours throughout the period prior to the Effective Time to the books, to all its properties, booksrecords, contracts, commitmentsproperties, personnel, information technology services and records to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (other than i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the portion opinion of Company Board counsel, the presence of Director minutes which discuss this such designees would or might adversely affect the confidential nature of, or any other merger proposals privilege relating to, the matters being discussed, (iii) matters involving an Acquisition Proposal or Competing Transactions)(iv) confidential supervisory information; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Prior Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) From the date hereof until the Effective Time, the Company shall (IIBK shall, and shall cause the Company its respective Subsidiaries to) furnish , promptly provide to Associated Purchaser Bank (i) a copy of each Company Bank Report report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawswith a Governmental Entity, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed periodic report provided to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as may be reasonably requested, provided that Purchaser Bank shall not be entitled to receive reports or other documents relating to (w) matters involving this Agreement, (x) pending or threatened litigation or investigations if, in the opinion of counsel, the disclosure of such information would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, (y) matters involving an Acquisition Proposal or (z) confidential supervisory information.
(c) IIBK, Purchaser and Purchaser Bank will not, and will cause its respective representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by it or received this Agreement, including any information obtained pursuant to this Section 5.3, for any purpose unrelated to the consummation of the transactions contemplated by it this Agreement and will hold such information and documents in confidence and treat such information and documents as secret and confidential and to use all reasonable efforts to safeguard the confidentiality of such information and documents.
(d) From and after the date hereof, representatives of this Agreement (except Purchaser, Purchaser Bank and IIBK shall meet on a regular basis to discuss and plan for the extent an SEC Report filed conversion of IIBK’s data processing and related electronic informational systems to those used by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements Purchaser Bank with the goal of conducting such conversion as soon as practicable following the consummation of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedMerger.
(be) Any Within ten (10) Business Days of the end of each calendar month, IIBK shall provide Purchaser Bank with an updated list of Loans described in Section 3.2(w)(vi).
(f) The information provided regarding IIBK and its Subsidiaries to Associated be supplied by IIBK for inclusion in the Company Registration Statement, any filings or approvals under applicable state securities laws, or any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company Subsidiariescircumstances under which they are made, whether prior not misleading. The information supplied, or to be supplied, by IIBK for inclusion in applications to Governmental Entities to obtain all permits, consents, approvals and authorizations necessary or subsequent advisable to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and consummate the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure this Agreement shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return accurate in all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofmaterial respects.
Appears in 1 contract
Access and Information. (a) Prior Upon reasonable notice, CFFG and CFB shall afford First Savings and its representatives (including, without limitation, directors, officers and employees of First Savings and its affiliates and counsel, accountants and other professionals retained by First Savings) such reasonable access during normal business hours throughout the period before the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to CFFG and CFB as First Savings may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by CFFG and CFB in this Agreement.
(b) From the date hereof until the Effective Time, in a manner consistent CFFG and CFB shall promptly provide First Savings with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other with federal or state banking lawsregulators, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it periodic report to its senior management and all materials relating to its business or received by it after the date operations furnished to its board of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and directors, (iii) monthly consolidated financial statements a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as First Savings may reasonably request. Notwithstanding the foregoing, neither CFFG nor CFB shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the Company and the Company Subsidiariesentity in possession or control of such information, including a balance sheetor contravene any law, income statementrule, statement of stockholders’ equity and statement of cash flowsregulation, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company order, judgment, decree or any of the Company Subsidiaries, whether prior to or subsequent to binding agreement entered into before the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply.
(c) First Savings shall not, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with cause its representatives not to, use any information obtained pursuant to this Agreement and Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated hereby) except by this Agreement. Subject to the extent that requirements of applicable law, First Savings will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) it was already known to such representatives when receivedFirst Savings or an affiliate of First Savings, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) it hereafter becomes lawfully obtainable available to First Savings or an affiliate of First Savings from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of CFFG or CFB or (iv) is or becomes readily ascertainable from published information or trade sources.
(d) CFB shall give notice to a designee of First Savings and shall invite such person to attend all regular and special meetings of the board of directors of CFB and all regular and special meetings of any senior management committee (including but not limited to the executive committee, audit committee, investment committee, and loan committee of CFB) of CFB. Such designees shall have no right to vote and shall not attend sessions of board of directors and committees during which there is being discussed (i) matters involving this Agreement (including any Acquisition Proposal), (ii) information or material that CFB is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of CFB, or (iii) it is required pending or threatened litigation or investigations if, in the reasonable opinion of counsel to be disclosed by Associated in CFB, the presence of such designees would or might adversely affect the confidential nature of or any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited privilege relating to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofmatters being discussed.
Appears in 1 contract
Sources: Merger Agreement (First Savings Financial Group Inc)
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law Time and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Company or any of the Company Associated Subsidiaries, the Company Associated shall (and shall cause the Company Associated Subsidiaries to) afford to Associatedthe Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board Associated board of Director director minutes which discuss this or any other merger proposals or Competing TransactionsMerger). Prior After the date of this Agreement and prior to the Effective Time, the Company upon reasonable notice, Associated shall (and shall cause the Company Associated Subsidiaries to) furnish promptly to Associated the Company (i) a copy of each Company Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company Associated SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇)it; and (iii) monthly consolidated financial statements all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedmay reasonably request.
(b) Any information provided to Associated by the Company or any of the Company Subsidiariesby Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated the Company agrees to promptly return all information and documents that it has obtained from the Company Associated in connection herewith without retaining a copy thereofherewith.
Appears in 1 contract
Access and Information. (a) Prior to During the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to period from the business carried on by date of this Agreement through the Company or any of the Company SubsidiariesClosing Date, the Company shall (afford Sterling and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company at any time, and records (other than from time to time, for the portion purpose of Company Board of Director minutes which discuss conducting any review or investigation reasonably related to this or any other merger proposals or Competing Transactions). Prior to the Effective TimeAgreement, and shall cooperate fully with all such reviews and investigations provided that Sterling provides the Company shall (with reasonable notice of Sterling’s on-site visits and shall cause that Sterling does not unreasonably interfere with the business operations of the Company Subsidiaries toduring the course of such visits.
(b) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to During the extent permitted by Law) after period from the date of this Agreement and prior to through the Effective Time pursuant to the requirements of federal or state securities lawsClosing Date, the BHCACompany shall furnish to Sterling (i) all Reports which are filed after the date hereof promptly upon the filing thereof, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report Tax Return filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); hereof, and (iii) monthly consolidated and other interim financial statements in the form prepared by the Company for its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(bc) Any Notwithstanding the foregoing provisions of this Section 6.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties that are contained herein and each such representation and warranty shall survive such investigation.
(d) Sterling agrees that it will keep confidential any information provided furnished to Associated it by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by Associated in to any document Regulatory Authority, or is otherwise required to be filed disclosed by Law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement pursuant Agreement, Sterling will return to Article VIII hereof, Associated the Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to promptly return all keep confidential, in accordance with the provisions of this Section 6.1(d), any information furnished to it by Sterling in connection with the transactions contemplated by this Agreement that is reasonably designated as confidential at the time of delivery. The Company agrees not to use any such confidential information, and documents to implement safeguards and procedures that it has obtained are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, the Company in connection herewith without retaining a copy thereofshall return to Sterling or destroy all documents containing any such confidential information furnished to the Company for its review and all copies of such documents made by the Company.
Appears in 1 contract
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law Time and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s 's officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board board of Director director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, the HOLA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇)Agreement; and (iii) the monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofherewith.
Appears in 1 contract
Access and Information. (a) Prior to the Effective TimeThe Company shall, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the each Company Subsidiaries Subsidiary to) , afford to Associated’s BMO and BFC, and their respective directors, officers, employees, accountants, legal counsel, counsel and other representatives (collectively, the "BMO Representatives") access, during normal business hoursthe period from the date hereof to the Effective Time, to all its the properties, assets, books, contracts, commitmentsreturns, reports and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements of the Company and the Company Subsidiaries, including a balance sheetand the Company shall, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared cause the Company Subsidiaries to, furnish to BMO and BFC such other information concerning the respective businesses, properties and personnel of the Company and each Company Subsidiary as BMO or BFC may reasonably request. BMO and BFC shall keep confidential, and shall cause the BMO Representatives to keep confidential, any such information so obtained from the Company and the Company Subsidiaries, including lists of the Company's shareholders furnished to BMO or BFC in accordance with the Company’s normal accounting procedures on terms of Section 4.5 hereof; PROVIDED, HOWEVER, that the foregoing restriction shall not apply to any such information which is or comes into the public domain otherwise than as a consistent basis throughout result of a breach of the periods involved.
(b) Any information provided provisions of this Section, was in the possession of BMO, BFC or any BMO Representative prior to Associated by the negotiations with the Company relating to this Agreement or at any time comes into the possession of BMO, BFC or any of BMO Representative from third parties who have the Company Subsidiaries, whether prior right to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated (and shall be used by them only disclose such information otherwise than in connection with this Agreement. In the event that this Agreement is terminated without the Merger having been consummated, BMO and BFC shall, and shall cause the BMO Representatives to, return promptly to the Company all such information, which was obtained by BMO or BFC in written form, in their possession. The confidentiality provisions of any agreement between BMO or its affiliates and the Company shall remain in effect, to the extent still relevant in light of the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereof.
Appears in 1 contract
Access and Information. (a) Prior to From the Effective Time, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to date hereof until the business carried on by the Company or any earlier of the Company SubsidiariesClosing and the date this Agreement is validly terminated in accordance with Article VIII (such period, the “Interim Period”), the Company shall (and shall cause the other Company Subsidiaries Entities to): (i) afford permit Acquiror and Merger Sub, and their respective advisers and other representatives to Associated’s have reasonable access, during business hours and upon reasonable advance written notice, to the Company Entities’ respective officers, employees, accountantsagents, legal counselproperties and facilities and books and records; provided that they shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company Entities, and provided further that in no event shall Acquiror, Merger Sub, or their respective advisers or other representatives accessbe permitted to undertake any intrusive environmental investigation, during normal business hours, to all its properties, books, contracts, commitments, and records (other than testing or sampling of any of the portion of Company Board of Director minutes which discuss this properties or any other merger proposals or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are availablefacilities; (ii) a copy furnish, or cause to be furnished, to Acquiror financial and material operating data and other material information (including Tax information) concerning any Company Entity or the business, properties, contracts, assets, liabilities, personnel and other aspects of each any Company SEC Report filed by it Entity as Acquiror may from time to time reasonably request in writing, subject to applicable Law. Nothing herein shall limit or received by it after modify the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated financial statements obligations of the Company parties set forth in that certain Joint Nondisclosure Agreement, dated September 9, 2020, between KSL Capital Partners Management V, LLC and the Company Subsidiaries(the “Confidentiality Agreement”), including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which any information provided pursuant to this Section 6.01 shall be prepared consistent with past practice (subject to the extent applicable) terms and shall be prepared in accordance with conditions of the Company’s normal accounting procedures on a consistent basis throughout Confidentiality Agreement. Notwithstanding anything herein to the periods involved.
(b) Any information provided to Associated by contrary, the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, Entities shall not be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in take any document required to be filed with action, provide any government authority access or agency, which disclosure shall be treated by Associated as if it were disclosing its own furnish any information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining good faith reasonably believes after consultation with outside legal counsel would be reasonably likely to cause or constitute a copy thereofwaiver of the attorney-client or other privilege or violate any Contract to which the Company Entity is a party or bound, provided that the Parties agree to cooperate in good faith to make alternative arrangements to allow for such access or furnishing in a manner that does not result in the waiver of the attorney-client or other privilege or violate any Contract, as applicable.
Appears in 1 contract
Access and Information. (a) Prior to the Effective TimeUpon reasonable notice, in a manner consistent with applicable Law and upon reasonable notice and without unreasonable disruption to the business carried on by the Company or any of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s M&I's officers, employees, accountants, legal counsel, counsel and other representatives access, during normal business hours, to all of its properties, books, contracts, commitments, commitments and records (other than the portion of Company Board of Director minutes which discuss this or any other merger proposals or Competing Transactions)records. Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries to) furnish promptly to Associated M&I (i) a copy of each Company Bank Report filed by it (to the extent permitted by Lawlaw) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal Federal or state banking laws, laws or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇); and (iii) monthly consolidated audited financial statements of the Company and the Subsidiaries for the year ended December 31, 2006, if available or, if unavailable, the unaudited financial statements of the Company Subsidiaries, including a balance sheet, income statement, and the Subsidiaries for such year provided that the audited financial statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice delivered upon completion of the audit as soon as possible; (to iii) a summary of any action taken by the extent applicableBoard of Directors, or any committee thereof, of the Company and the Subsidiaries; (iv) all other information concerning the business, properties and personnel of the Company or the Subsidiaries as M&I may reasonably request. Subsection (a)(ii) of this Section 4.03 shall be prepared in accordance with not extend beyond the Company’s normal accounting procedures on a consistent basis throughout the periods involvedEffective Time.
(b) Any information provided to Associated by the Company or any of the Company Subsidiaries, by M&I whether prior to or subsequent to the date of this Agreement, Agreement shall be kept confidential by the representatives of Associated the Company and the Subsidiaries (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated the Company in any document required to be filed with any government authority or agency. The Company agrees that the Confidentiality Agreement dated August 2, which disclosure 2006, entered into between the Company and M&I (the “Confidentiality Agreement”) shall be treated by Associated as if it were disclosing its own information remain in full force and limited to effect and binding on the minimum amount of information required to be disclosed. Upon any Company and shall survive the termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofAgreement.
Appears in 1 contract
Access and Information. Throughout the Interim Period:
(a) Prior to the Effective Time, in a manner consistent with applicable Law and upon reasonable notice to PBF LLC, PBF LLC shall grant, or cause to be granted, to Eni and without unreasonable disruption its Representatives access during normal business hours to the business carried books and records of the Company as it relates to the design, construction, commissioning, startup, as applicable, of the Renewable Diesel Facility (subject to any confidentiality agreements, applicable legal restrictions and any applicable legal privileges);
(b) PBF LLC shall use commercially reasonable efforts to furnish, or cause to be furnished, to Eni and its Representatives all data and information concerning the operation of the Renewable Diesel Facility, to the extent applicable, that may reasonably be requested by Eni and shall use all commercially reasonable efforts to make available, or cause to be made available, such personnel of PBF LLC or its Affiliates as may reasonably be requested;
(c) PBF LLC shall furnish, or cause to be furnished, periodically every fifteen (15) days, save otherwise specified in the subparagraphs below, to Eni and its Representatives or, as specified below, to the Clean Team (as defined in Section 5.03(d)(i)), an operating report that shall include, among the others:
(i) the working capital summary relating to the Renewable Diesel Facility, with the specific indication of the main components;
(ii) to the Clean Team: the inventory buildup of the Renewable Diesel Facility, including prices, duration, volumes, applicable INCOTERMS, type of feedstock/products;
(iii) a summary of costs incurred by PBF Formation Party and its Affiliates relating the Renewable Diesel Facility;
(iv) updates on by the status of the construction and, if applicable, operations of the Renewable Diesel Facility, and
(v) on a monthly basis, management reports on the Company’s operations and business. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Eni or its Representatives to have access to, and the books and records of the Company, or in relation to the Renewable Diesel Facility, shall not include, any files, records, contracts or documents of the PBF LLC, the Company or any their respective Affiliates relating to (x) PBF LLC’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and internal hydrocarbon inventory valuation procedures and records; (y) the negotiation or execution of the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Associated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board of Director minutes which discuss this Agreement or any other merger proposals Transaction Agreement; or Competing Transactions). Prior to the Effective Time, the Company shall (and shall cause the Company Subsidiaries toz) furnish promptly to Associated (i) a copy of each Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company SEC Report filed by it or received by it after the date of this Agreement Competitively Sensitive Information (except to the extent that any such information is shared through a Clean Team in accordance with Section 5.03(d)).
(d) PBF LLC and Eni will cooperate in establishing Clean Teams where required or advisable in order to facilitate the review of Competitively Sensitive Information that may be reasonably necessary for due diligence purposes related to the JV Transaction. Sharing of Competitively Sensitive Information is subject to the following:
(i) Competitively Sensitive Information shall be disclosed by PBF LLC to Eni (x) to individuals who are employed or engaged as a consultant and/or other external service provider, depending on the nature of the Competitively Sensitive Information, engaged by Eni or (y) to individuals who (1) have no operational role at Eni in which he or she would be likely to use such Competitively Sensitive Information for competitive purposes, and (2) sign an SEC Report filed acknowledgement to restrict use and disclosure of such Competitively Sensitive Information in a form approved by it is available PBF LLC and Eni (collectively, the “Clean Team”).
(ii) PBF LLC, on ▇▇▇▇▇); behalf of itself, the Company and its Affiliates, shall have the sole right to determine the scope of documents to disclose to the Clean Team in response to requests by Eni to review Competitively Sensitive Information for the purpose of evaluating the JV Transaction, the Project and the Company.
(iii) monthly consolidated financial statements PBF LLC, on behalf of itself, the Company and its Affiliates, shall have the ability in its discretion to designate certain Competitively Sensitive Information as “Outside Counsel Only” or otherwise marked so as to prevent its review by Eni other than outside counsel.
(iv) Eni, on behalf of itself and Eni Formation Party, represents and warrants to PBF LLC, PBF Formation Party and the Company Subsidiariesthat none of the individuals who will participate on the Clean Team currently have, including a balance sheetor are reasonably likely to have, income statementin the foreseeable future (which in any event does not cover periods of time longer than six (6) months after such individuals have had access to Competitively Sensitive Information), statement direct pricing, sales, or marketing responsibilities for Eni (or Eni Formation Party) in direct competition with the business of stockholders’ equity the Company. Eni, on behalf of itself and statement Eni Formation Party, represents and warrants to PBF LLC, PBF Formation Party and the Company that the review of cash flowsany Competitively Sensitive Information that may be made available to Eni is reasonably necessary for its evaluation of the JV Transaction, which shall the Project and the Company.
(v) Eni agrees and agrees to cause each member of the Clean Team that are employees of Eni or its Affiliates: (1) to maintain the confidentiality of Competitively Sensitive Information; (2) not to disclose Competitively Sensitive Information to any Persons other than the Clean Team; (3) if Closing is not consummated, to return or destroy all Competitively Sensitive Information promptly upon request of PBF LLC (with such destruction to be prepared consistent with past practice (to certified in writing by the extent applicable) and shall be prepared authorized officer of Eni supervising such destruction), in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved.
(b) Any information provided to Associated by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date confidentiality undertakings of this Agreement; and (4) not to use Competitively Sensitive Information for purposes other than evaluating the JV Transaction, shall be kept confidential by the representatives of Associated (and shall be used by them only in connection with this Agreement Project and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated agrees to promptly return all information and documents that it has obtained from the Company in connection herewith without retaining a copy thereofCompany.
Appears in 1 contract
Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law Time and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Company or any of the Company Associated Subsidiaries, the Company Associated shall (and shall cause the Company Associated Subsidiaries to) afford to Associated’s the Company's officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Company Board Associated board of Director director minutes which discuss this or any other merger proposals or Competing TransactionsMerger). Prior After the date of this Agreement and prior to the Effective Time, the Company upon reasonable notice, Associated shall (and shall cause the Company Associated Subsidiaries to) furnish promptly to Associated the Company (i) a copy of each Company Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Company Associated SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on ▇▇▇▇▇)it; and (iii) monthly consolidated financial statements all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company and the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involvedmay reasonably request.
(b) Any information provided to Associated by the Company or any of the Company Subsidiariesby Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of Associated the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Associated the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by Associated the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, Associated the Company agrees to promptly return all information and documents that it has obtained from the Company Associated in connection herewith without retaining a copy thereofherewith.
Appears in 1 contract