Access by Purchaser. Upon execution of this Agreement, Sellers shall provide Purchaser and its representatives, accountants and counsel reasonable access during normal business hours and upon five (5) Business Days' notice to Sellers to the Facilities, Consumer Bank Employees, Consumer Bank Related Employees, depository records, Loan files, and all other documents and other information concerning the Facilities, the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that a representative of Sellers shall be permitted to be present at all times and provided further that with respect to information concerning Consumer Bank Employees and Consumer Bank Related Employees, Sellers' sole obligation shall be to provide Purchaser with information concerning the name, position, date of hire and salary of the Consumer Bank Employees and Consumer Bank Related Employees and Sellers shall not be required to provide Purchaser with access to or copies of any personnel files or other individualized employee files or documents, all of which shall remain the sole property of Sellers. Notwithstanding the foregoing, in no event shall Sellers be required to provide (a) any information which Sellers, in their sole discretion deem proprietary, including without limitation, any Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) any information which is protected by the attorney-client privilege, or (c) their or any of their Affiliates' tax returns.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Independent Bank Corp)
Access by Purchaser. Upon execution of this Agreement, Sellers Sovereign shall use its commercially reasonable efforts to cause FNB to agree to provide Purchaser and its representatives, accountants and counsel reasonable access during normal business hours and upon five (5) Business Days' notice to Sellers FNB to the Facilities, Consumer Bank Employees, Consumer Bank Related Employees, depository records, Loan files, and all other documents and other information concerning the Facilities, the Cape Cod Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees as Purchaser may reasonably request; provided that a representative of Sellers FNB shall be permitted to be present at all times and provided further that with respect to information concerning Consumer Bank Employees and Consumer Bank Related Employees, Sellers' FNB's sole obligation shall be to provide Purchaser with information concerning the name, position, date of hire and salary of the Consumer Bank Employees and Consumer Bank Related Employees and Sellers FNB shall not be required to provide Purchaser with access to or copies of any personnel files or other individualized employee files or documents, all of which shall remain the sole property of SellersFNB. Notwithstanding the foregoing, in no event shall Sellers FNB be required to provide (a) any information which SellersFNB, in their its sole discretion deem deems proprietary, including without limitation, any Sellers' "credit scoring" system, branch or credit practices, policies or procedures, or staffing models, (b) any information which is protected by the attorney-client privilege, or (c) their or any of their Affiliates' tax returns.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Independent Bank Corp)