Access; Information. (a) GLB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC and BVCC's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including, without limitation, Tax Returns and work papers of independent auditors, properties and personnel of GLB and to such other information relating to GLB as BVCC may reasonably request and, during such period, it shall furnish promptly to BVCC all information concerning the business, properties and personnel of GLB as BVCC may reasonably request. (b) BVCC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably request. (c) All information furnished to either party by the other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements"). (d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SEC. (e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC. (f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month. (g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 2 contracts
Sources: Merger Agreement (Great Lakes Bancorp Inc), Merger Agreement (Bay View Capital Corp)
Access; Information. (aA) GLB agrees that upon Upon reasonable notice notice, CFG and subject to applicable laws relating to the exchange of information, it CB shall afford BVCC each of CBI and BVCC's HBI and their officers, employees, counsel, accountants and other authorized representatives such access representatives, access, during normal business hours throughout the period prior up to the Effective Time Date, to all of the properties, books, recordscontracts, including, without limitation, Tax Returns commitments and work papers records of independent auditors, properties CFG and personnel of GLB and to such other information relating to GLB as BVCC may reasonably request its Subsidiaries and, during such period, it CFG and CB shall furnish promptly (and cause its accountants and other agents to BVCC furnish promptly) to CBI and/or HBI (1) a copy of each report, schedule and other document filed by CFG and its Subsidiaries with any Regulatory Authority or other governmental authority, and (2) all other information concerning the business, properties and personnel of GLB as BVCC may reasonably request.
(b) BVCC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC CFG and its Subsidiaries as GLB CBI and/or HBI may reasonably request.
(c) All information furnished to either party by the other party , provided that no investigation pursuant to this Section 6.6 5.5 shall affect or be subject todeemed to modify or waive any representation or warranty made by CFG or CB in this Plan or the conditions to the obligations of CFG and CB to consummate the transactions contemplated by this Plan; and
(B) Neither CBI nor HBI will use any information obtained pursuant to this Section 5.5 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, each of CBI and HBI will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such information or documents becomes publicly available other than by reason of any action or failure to act by CBI or HBI or as either of them is advised by counsel that any such information or document is required by law to be disclosed, and such receiving party shall hold all such information in confidence in accordance with the provisions event of the Confidentiality Agreementstermination of this Plan, dated as CBI and HBI will, upon request by CFG, deliver to CFG all documents so obtained by CBI or HBI or destroy such documents and, in the case of June 2destruction, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements")will certify such fact to CFG.
(dC) As soon as reasonably available but in no event more than five business days after filingUpon reasonable notice, GLB will deliver CBI and HBI shall furnish promptly (and cause its accountants and other agents to BVCC furnish promptly) to CFG a copy of each Material report, financial or otherwise, schedule and other document filed by it CBI or GLB Bank HBI with any Bank Regulatory Authority or other governmental authority, as CFG may reasonably request, provided that no investigation pursuant to this Section 5.5 shall affect or be deemed to modify or waive any representation or warranty made by CBI or HBI in this Plan or the SEC.conditions to the obligations of CBI and HBI to consummate the transactions contemplated by this Plan; and
(eD) As soon CFG will not use any information obtained pursuant to this Section 5.5 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as reasonably provided in Section 8.6) unless and until such time as such information or documents become publicly available but other than by reason of any action or failure to act by CFG or as it is advised by counsel that any such information or document is required by law to be disclosed, and in no the event more than five business days after filingof the termination of this Plan, BVCC will CFG will, upon request by CBI or HBI, deliver to GLB each reportof CBI and HBI, financial respectively, all documents so obtained by CFG or otherwisedestroy such documents and, filed by it in the case of destruction, will certify such fact to CBI or any of its Subsidiaries with any Bank Regulatory Authority or the SECHBI, as applicable.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Access; Information. (a) GLB MortgageIT agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC Acquiror and BVCC's Acquiror’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel of GLB MortgageIT and its Subsidiaries and to such other information relating to GLB MortgageIT and its Subsidiaries as BVCC may reasonably request and, during such period, it shall furnish promptly to BVCC all information concerning the business, properties and personnel of GLB as BVCC Acquiror may reasonably request.
(b) BVCC . Without limiting the foregoing, MortgageIT agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB provide Acquiror and GLB's Acquiror’s officers, employees, counsel, accountants and other authorized representatives with all of the information (including Tax workpapers and Tax-related books and records) necessary, and shall make its authorized representatives available for regular consultations, in order to determine the amount of dividends or distributions required or permitted to be made to holders of MortgageIT Common Stock pursuant to Section 4.01(c) and 6.12 hereof and to determine the tax basis of the assets of MortgageIT and its Subsidiaries.
(b) Neither MortgageIT nor its Subsidiaries shall be required to provide access to, or disclose, information where such access during normal business hours throughout the period or disclosure would jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Effective Time to date of this Agreement. MortgageIT will make appropriate substitute disclosure arrangements under circumstances in which the books, records, including without limitation, Tax Returns and work papers restrictions of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably requestpreceding sentence apply.
(c) All information furnished to either party by The parties acknowledge that MortgageIT and Acquiror have previously executed a letter dated May 23, 2006 (the other party pursuant to this Section 6.6 shall be subject to“Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and such receiving party shall effect in accordance with its terms. Acquiror will hold all such information any “Evaluation Materials” (as defined in confidence the Confidentiality Agreement) confidential in accordance with the provisions terms of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements")Agreement.
(d) As soon as reasonably available but in no event more than five business days after filingThe parties agree that all non-public, GLB will deliver proprietary or confidential information relating to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or Acquiror and any of its Subsidiaries with any Bank Regulatory Authority affiliates that has been disclosed to MortgageIT or the SEC.
(f) Within 30 calendar days after the end of each month, GLB its representatives by Acquiror or its representatives will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared be held in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application confidence by MortgageIT to the FRB same extent as Acquiror is obligated to become registered as a bank holding companyhold in confidence “Evaluation Materials” pursuant to the Confidentiality Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (MortgageIT Holdings, Inc.)
Access; Information. (a) GLB HEOP agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC PPBI and BVCC's PPBI’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of GLB HEOP and its Subsidiaries and to such other information relating to GLB HEOP and its Subsidiaries as BVCC PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with HEOP personnel with one or more designated representatives of HEOP, and, during such period, it HEOP shall furnish promptly to BVCC PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of GLB HEOP and its Subsidiaries as BVCC PPBI may reasonably request. Notwithstanding the foregoing, HEOP shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of HEOP or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, HEOP will work in good faith with PPBI to make appropriate substitute disclosure arrangements.
(b) BVCC During the period from the date of this Agreement to the Effective Time, HEOP shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), HEOP will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, HEOP will deliver to PPBI its consolidated balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, HEOP will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP.
(c) PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB HEOP and GLB's HEOP’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, including without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of BVCC PPBI and its Subsidiaries and to such other information relating to BVCC PPBI and its Subsidiaries as GLB HEOP may reasonably request request, provided that HEOP shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, it PPBI shall furnish promptly to GLB HEOP (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of BVCC PPBI and its Subsidiaries as GLB HEOP may reasonably request.
(c) All . Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information furnished to either party by where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in confidence any such event, PPBI will work in accordance good faith with the provisions of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements")HEOP to make appropriate substitute disclosure arrangements.
(d) As During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of HEOP, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of HEOP regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available available, but in no event more than five business 15 days after filingthe end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), GLB PPBI will deliver to BVCC each reportHEOP its consolidated balance sheet and consolidated statements of income, financial or otherwisecomprehensive income, filed by it or GLB Bank changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with any Bank Regulatory Authority or the SEC.
(e) As GAAP, and, as soon as reasonably available available, but in no event more than five business 30 days after filingthe end of each fiscal year, BVCC PPBI will deliver to GLB each reportHEOP its consolidated balance sheet and consolidated statements of income, financial or otherwisechanges in stockholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC.
(f) Within 30 calendar within 15 days after the end of each month, GLB PPBI will deliver to BVCC, (i) the unaudited HEOP a consolidated balance sheet and unaudited consolidated statement statements of operations of GLB income, without related notes, for the immediately preceding such month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such monthGAAP.
(ge) Within 30 calendar days after the end of each month, BVCC will deliver All information furnished pursuant to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and this Section 6.06 shall be subject to year end audit the provisions of the Mutual Confidentiality and adjustment Non-Disclosure Agreement, dated as of August 23, 2016 by and between PPBI and HEOP (the “Confidentiality Agreement”).
(f) No investigation by any of the parties or as otherwise noted thereintheir respective representatives shall affect the representations, (ii) a delinquency report and analysis for such month and (iii) warranties, covenants or agreements of the status of BVCC's application to the FRB to become registered as a bank holding companyother parties set forth herein.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Heritage Oaks Bancorp)
Access; Information. (a) GLB Slippery Rock agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC Parent and BVCCParent's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel of GLB Slippery Rock and to such other information relating to GLB Slippery Rock as BVCC Parent may reasonably request and, during such period, it shall furnish promptly to BVCC Parent all information concerning the business, properties and personnel of GLB Slippery Rock as BVCC Parent may reasonably request.
(b) BVCC Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB Slippery Rock and GLBSlippery Rock's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including without limitation, Tax Returns and work papers of independent auditors), properties and personnel of BVCC Parent and to such other information relating to BVCC Parent as GLB Slippery Rock may reasonably request and, during such period, it shall furnish promptly to GLB Slippery Rock all information concerning the business, properties and personnel of BVCC Parent and its Subsidiaries as GLB Slippery Rock may reasonably request.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the respective Confidentiality AgreementsAgreement, dated as of June 2March 19, 2005 2004 between Parent and August 8Slippery Rock (each, 2005 between BVCC and GLB (the a "Confidentiality AgreementsAgreement").
(d) As soon as reasonably available but in no event more than five business days after filing, GLB Slippery Rock will deliver to BVCC Parent each report, financial or otherwise, filed by it or GLB Slippery Rock Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC.
(f) Within 30 calendar 15 days after the end of each month, GLB Slippery Rock will deliver to BVCC, (i) Parent the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB Slippery Rock for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such monthfootnotes.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Access; Information. (a) GLB agrees that upon Upon reasonable notice from SCB and subject to applicable laws Laws relating to the exchange of information, it BSCA shall afford BVCC SCB and BVCC's its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of GLB BSCA and to such other information relating to GLB BSCA as BVCC SCB may reasonably request and, during such period, it BSCA shall furnish promptly to BVCC SCB and BOSC all information concerning the business, properties and personnel of GLB BSCA as BVCC SCB may reasonably request. Such access to the books, records, properties, personnel, advisors, and information of BSCA shall permit SCB and BOSC and their duly authorized representatives access for all purposes in connection with the Merger, including, without limitation: (i) meeting with, interviewing, and assessing the qualifications of employees of BSCA to be employed by SCB and/or BOSC from and after the Effective Time; (ii) assessing and confirming the timely conversion of the data processing systems and processes of BSCA in connection with the Merger; (iii) assessing and measuring the assets and liabilities of BSCA for purposes of fair value accounting in connection with the Merger; and (iv) otherwise confirming the accuracy and completeness of the information being provided by BSCA to SCB and BOSC under this Agreement.
(b) BVCC agrees that upon Upon reasonable notice from BSCA and subject to applicable laws Laws relating to the exchange of information, it SCB and BOSC shall afford GLB BSCA and GLB's its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, including without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of BVCC SCB and BOSC and to such other information relating to BVCC SCB or BOSC as GLB BSCA may reasonably request and, during such period, it shall furnish promptly to GLB BSCA all information concerning the business, properties and personnel of BVCC SCB and its Subsidiaries BOSC as GLB BSCA may reasonably request.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 BSCA shall be subject tocooperate, and such receiving party shall hold all such information use its commercially reasonable efforts to cause its independent auditor to cooperate, at BSCA’s expense, with SCB and BOSC and their independent auditor in confidence order to enable SCB and its Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for BSCA that may be required by SCB and/or BOSC in accordance connection with the provisions filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the Confidentiality Agreementsforegoing, dated B▇▇▇ agrees that it will execute and deliver, and cause its officers to execute and deliver (including former officers of BSCA after the Closing,) such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of June 2, 2005 and August 8, 2005 between BVCC and GLB (SCB or BOSC may respectively reasonably request under the "Confidentiality Agreements")circumstances.
(d) As soon as reasonably available but All information furnished pursuant to this Section 6.4 shall be subject to the provisions of Section 6.19 of this Agreement. None of SCB, BOSC or BSCA shall be required to provide access or disclose information where such access or disclosure would the jeopardize such party’s attorney-client privilege (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), provided that that in no event more than five business days after filingany event, GLB a party asserting such privilege will deliver work with the other parties in good faith to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SECmake appropriate substitute disclosure arrangements.
(e) As soon as reasonably available but in no event more Not later than five business the earlier of (i) the day immediately following the monthly BSCA Board meeting each calendar month or (ii) thirty (30) days after filingeach calendar month end during the period from the date of this Agreement until the Closing Date or termination of this Agreement in accordance with its terms, BVCC will BSCA shall prepare in good faith and deliver to GLB SCB: (A) a balance sheet of BSCA as of such month end and related statements of income prepared on a basis consistent with GAAP and the BSCA Financial Statements (each reportsuch statement, financial an “Interim Statement”); (B) a copy of all reports to the BSCA Board for such month, including without limitation, reports regarding the deposits, Loans, any Loan under the terms of which the obligor is 90 or otherwisemore days delinquent in payment of principal or interest, filed or to the Knowledge of BSCA, in default of any other material provision thereof, each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by it BSCA, or any an applicable regulatory authority, the ALLL report (including the analysis of its Subsidiaries the adequacy thereof), a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof, and each Loan with any Bank Regulatory Authority director or executive officer of BSCA; (C) confirmation of BSCA’s accrual and/or payment of all expenses related to the SECMerger, including all accountant fees, attorneys’ fees, investment advisor and broker fees, employee and consultant salaries, fees, bonuses (including retention bonuses), change in control payments, and other compensation, conversion costs, and contract termination fees.
(f) Within 30 calendar days after No investigation by any of the end parties or their respective representatives shall affect the representations, warranties, covenants or agreements of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such monthother party set forth herein.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Sources: Merger Agreement (Southern California Bancorp \ CA)
Access; Information. (a) GLB agrees that upon Upon reasonable notice from BCML and subject to applicable laws relating to the exchange of information, it BFC and BANK shall afford BVCC BCML, UBB and BVCC's their officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Primary Merger Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of GLB BFC and BANK and to such other information relating to GLB BFC and BANK as BVCC BCML may reasonably request and, during such period, it shall furnish promptly to BVCC BCML all information concerning the business, properties and personnel of GLB BFC and BANK as BVCC BCML may reasonably request.
(b) BVCC agrees that upon . Upon reasonable notice from BFC and BANK and subject to applicable laws relating to the exchange of information, it BCML shall afford GLB BFC, BANK and GLB's their respective officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Primary Merger Effective Time to the books, recordsrecords (including, including without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of BVCC BCML and to such other information relating to BVCC BCML as GLB BFC and BANK may reasonably request and, during such period, it shall furnish promptly to GLB BFC and BANK all information concerning the business, properties and personnel of BVCC BCML as BFC and its Subsidiaries as GLB BANK may reasonably request.
(b) BFC and BANK shall cooperate, and use their commercially reasonable best efforts to cause its independent auditor to cooperate, at BFC’s expense, with BCML and its independent auditor in order to enable BCML and its Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for BFC that may be required by BCML in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, BFC and BANK agree that they will execute and deliver, and cause their officers to execute and deliver (including former officers of BFC and/or BANK after the Closing), such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of BFC, BANK or BCML may respectively reasonably request under the circumstances.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 6.4 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementsconfidentiality agreement, dated as of June 225, 2005 2018 between BCML, BFC and August 8, 2005 between BVCC and GLB BANK (the "“Confidentiality Agreements"Agreement”).
(d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed No investigation by it or GLB Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority the parties or their respective representatives shall affect the SECrepresentations, warranties, covenants or agreements of the other parties set forth herein.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Sources: Merger Agreement (BayCom Corp)
Access; Information. (a) GLB FAB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC PPBI and BVCC's Pacific Premier’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of GLB FAB and to such other information relating to GLB FAB as BVCC PPBI may reasonably request and, during such period, it shall furnish promptly to BVCC PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of GLB FAB as BVCC PPBI may reasonably request.
(b) BVCC agrees that During the period from the date of this Agreement to the Effective Time, FAB shall, upon reasonable notice the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its financial condition, operations and subject to applicable laws business and matters relating to the exchange completion of informationthe Transaction. As soon as reasonably available, it shall afford GLB but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), FAB will deliver to PPBI its balance sheet and GLB's officersstatements of income and changes in stockholders’ equity, employeeswithout related notes, counsel, accountants and other authorized representatives for such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request quarter prepared in accordance with GAAP and, during as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, FAB will deliver to PPBI its balance sheet and statements of income, stockholders’ equity and cash flows for such periodyear prepared in accordance with GAAP. Within seven (7) days after the end of each month, it shall furnish promptly FAB will deliver to GLB all information concerning the businessPPBI a balance sheet and statement of income, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably requestwithout related notes, for such month prepared in accordance with GAAP.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality AgreementsAgreement, dated as of June 2August 10, 2005 2012 between PPBI and August 8, 2005 between BVCC and GLB SAMCO Capital Markets on behalf of FAB (the "“Confidentiality Agreements"Agreement”).
(d) As soon as reasonably available but in no event more than five business days after filingNo investigation by any of the parties or their respective representatives shall affect the representations, GLB will deliver to BVCC each reportwarranties, financial covenants or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or agreements of the SECother parties set forth herein.
(e) As soon FAB shall allow a representative of PPBI to attend as reasonably available but an observer (telephonically or in person) all FAB Board and FAB Board committee meetings, except that no event more than five PPBI representative will be entitled to attend any meeting in which the FAB Board considers the Merger. FAB shall give reasonable notice to PPBI of any such meeting and, if known, the agenda for or business days after filing, BVCC will deliver to GLB each report, financial be discussed at such meeting. FAB shall also provide to PPBI all written agendas and meeting or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application written consent materials provided to the FRB to become registered directors of FAB in connection with FAB Board and committee meetings. All information obtained by PPBI at these meetings shall be treated in confidence as a bank holding companyprovided in this Section 6.06.
Appears in 1 contract
Access; Information. (a) GLB Plaza agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC PPBI and BVCC's PPBI’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of GLB Plaza and its Subsidiaries and to such other information relating to GLB Plaza and its Subsidiaries as BVCC PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with Plaza personnel with one or more designated representatives of Plaza, and, during such period, it Plaza shall furnish promptly to BVCC all information concerning the businessPPBI (i) a copy of each report, properties and personnel of GLB as BVCC may reasonably request.schedule, registration
(b) BVCC During the period from the date of this Agreement to the Effective Time, Plaza shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Plaza will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, Plaza will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, Plaza will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP.
(c) PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB Plaza and GLB's Plaza’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, including without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of BVCC PPBI and its Subsidiaries and to such other information relating to BVCC PPBI and its Subsidiaries as GLB Plaza may reasonably request request, provided that Plaza shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, it PPBI shall furnish promptly to GLB Plaza (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of BVCC PPBI and its Subsidiaries as GLB Plaza may reasonably request.
(c) All . Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information furnished to either party by where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in confidence in accordance with the provisions of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements").any
(d) As During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of Plaza, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Plaza regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available available, but in no event more than five business 15 days after filingthe end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), GLB PPBI will deliver to BVCC each reportPlaza its consolidated balance sheet and consolidated statements of income, financial or otherwisecomprehensive income, filed by it or GLB Bank equity and cash flows, without related notes, for such quarter prepared in accordance with any Bank Regulatory Authority or the SEC.
(e) As GAAP, and, as soon as reasonably available available, but in no event more than five business 30 days after filingthe end of each fiscal year, BVCC PPBI will deliver to GLB each reportPlaza its consolidated balance sheet and consolidated statements of income, financial or otherwisecomprehensive income, filed by it or any of its Subsidiaries equity and cash flows for such year prepared in accordance with any Bank Regulatory Authority or the SEC.
(f) Within 30 calendar GAAP. Subject to applicable law, within 15 days after the end of each month, GLB PPBI will deliver to BVCC, (i) the unaudited Plaza a consolidated balance sheet and unaudited consolidated statement statements of operations of GLB income, without related notes, for the immediately preceding such month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such monthGAAP.
(ge) Within 30 calendar days after the end of each month, BVCC will deliver All information furnished pursuant to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and this Section 6.06 shall be subject to year end audit the provisions of the Mutual Confidentiality and adjustment Non-Disclosure Agreement, dated as of June 27, 2017, by and between PPBI, Plaza and ▇▇▇▇▇▇▇▇▇ (the “Confidentiality Agreement”).
(f) No investigation by any of the parties or as otherwise noted thereintheir respective representatives shall affect the representations, (ii) a delinquency report and analysis for such month and (iii) warranties, covenants or agreements of the status of BVCC's application to the FRB to become registered as a bank holding companyother parties set forth herein.
Appears in 1 contract
Access; Information. (a) GLB agrees that upon Upon reasonable notice from Plumas and subject to applicable laws Laws relating to the exchange of information, it Feather River shall afford BVCC Plumas and BVCC's its respective officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of GLB Feather River and its Subsidiaries and to such other information relating to GLB Feather River and its Subsidiaries as BVCC Plumas may reasonably request (subject to any reasonable restrictions imposed by Plumas or Feather River with respect to in-person access in light of COVID-19 concerns), and, during such period, it shall furnish promptly to BVCC Plumas all information concerning the business, properties and personnel of GLB Feather River and its Subsidiaries as BVCC Plumas may reasonably request.
(b) BVCC agrees that upon . Upon reasonable notice from Feather River and subject to applicable laws Laws relating to the exchange of information, it Plumas shall afford GLB Feather River and GLB's its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, including without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of BVCC Plumas and its Subsidiaries and to such other information relating to BVCC Plumas and its Subsidiaries as GLB Feather River may reasonably request and, during such period, it shall furnish promptly to GLB Feather River all information concerning the business, properties and personnel of BVCC Plumas and its Subsidiaries as GLB Feather River may reasonably request. Plumas will use its reasonable best efforts not to disrupt the normal business operations of Feather River or any of its Subsidiaries. Neither Feather River nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would jeopardize attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law, Order, judgement, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement provided that in any event, Feather River will work with Plumas in good faith to make appropriate substitute disclosure arrangements.
(b) Feather River shall cooperate, and use its reasonable best efforts to cause its independent auditor to cooperate, at Feather River’s expense, with Plumas and its independent auditor in order to enable Plumas and its Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for Feather River and its Subsidiaries that may be required by Plumas in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Feather River agrees that it will execute and deliver, and cause its officers to execute and deliver (including former officers of Feather River after the Closing), such “representation” letters as are customarily delivered in connection with audits and as the independent auditors or Plumas may reasonably request under the circumstances. Feather River shall also undertake all commercially reasonable efforts to complete the audit of its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) as of and for the year ended December 31, 2020 (the “2020 Audited Financial Statements”), as promptly as practicable after completion of the audit scheduled for March 29, 2021, but in no event later than April 30, 2021.
(c) All information furnished Feather River will furnish to either party Plumas a complete and accurate list as of the end of each calendar month following the date of this Agreement, within fifteen (15) Business Days after the end of each such calendar month, of (a) all periodic internal credit quality reports of Feather River and its Subsidiaries prepared during such calendar month (which reports will be prepared in a manner consistent with past practices), (b) all loans of Feather River or its Subsidiaries classified as non-accrual, as restructured, as ninety (90) days past due, as still accruing and doubtful of collection or any comparable classification, (c) all OREO, including in-substance foreclosures and real estate in judgment, (d) all new loans; (e) any current repurchase obligations of Feather River or its Subsidiaries with respect to any loans, loan participations or state or municipal obligations or revenue bonds and (f) any standby letters of credit issued by Feather River or its Subsidiaries. With respect to any loans or agreements or commitments to extend credit to one borrower that aggregate, with other loans to the other party pursuant same borrower, more than $500,000, Feather River shall deliver to Plumas, or make accessible to Plumas through remote communication, on or before delivery of such monthly credit reports, or as soon as practicable thereafter, copies of the documentation, or a summary of the documentation, that served as the basis for the decision to make such loan or extension of credit. During the period from the date of this Section 6.6 shall be subject toAgreement to the Effective Time, Feather River and its Subsidiaries shall, upon the request of Plumas, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Plumas regarding its consolidated financial condition, operations and business and matters relating to the completion of the Merger, and will provide such receiving party shall hold all such information in confidence in accordance with the provisions access and support as is reasonably necessary for Plumas to perform audits of the Confidentiality Agreementsconsolidated financial condition, dated as operations and business of June 2, 2005 Feather River and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements")its Subsidiaries.
(d) As soon Feather River shall furnish Plumas with its balance sheets as reasonably available but of the end of each calendar month following the date of this Agreement and the related statements of income, within fifteen (15) Business Days after the end of each such calendar month. Such financial statements shall be prepared on a basis consistent with its quarterly unaudited financial statements and on a consistent basis during the periods involved and shall fairly present the consolidated financial position of Feather River as of the dates thereof and the consolidated results of operations of Feather River for the periods then ended. Feather River shall also provide to Plumas, promptly and in no any event more than five business days within fifteen (15) Business Days of the end of each month after filingthe date of this Agreement, GLB will deliver a listing of any increases in compensation granted to BVCC each reportemployees generally and to any management employee specifically, financial and a list of any employment terminations or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SECnew hires.
(e) As soon as From time to time prior to the Effective Time, Feather River will promptly supplement or amend the Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII; provided, however, that the contents of any supplement or amendment shall not otherwise be deemed a breach of a representation or warranty, including for purposes of Section 8.1(b)(ii), unless such supplement or amendment contains a fact, circumstance or event that individually, or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably available but expected to have or result in no a Material Adverse Effect. From time to time prior to the Effective Time, Plumas will promptly supplement or amend the Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII; provided, however, that the contents of any supplement or amendment shall not otherwise be deemed a breach of a representation or warranty, including for purposes of Section 8.1(b)(i), unless such supplement or amendment contains a fact, circumstance or event more than five business days after filingthat individually, BVCC will deliver or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably expected to GLB each report, financial have or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SECresult in a Material Adverse Effect.
(f) Within 30 calendar days after the end of each month, GLB will deliver All information furnished pursuant to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and this Section 6.4 shall be subject to year end audit the provisions of the confidentiality agreement, dated as of July 27, 2020, between Plumas and adjustment or as otherwise noted therein, Feather River (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such monththe “Confidentiality Agreement”).
(g) Within 30 calendar days after No investigation by any of the end parties or their respective representatives shall affect the representations, warranties, covenants or agreements of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding companyother parties set forth herein.
Appears in 1 contract
Sources: Merger Agreement (Plumas Bancorp)
Access; Information. (a) GLB AHB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC Parent and BVCC's Parent’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, AHB’s books and records, including, without limitation, Tax Returns and work papers of independent auditors, properties and personnel of GLB AHB and its Affiliates and to such other information relating to GLB the AHB Group as BVCC Parent may reasonably request and, during such period, it shall furnish promptly to BVCC Parent all information concerning the business, properties and personnel of GLB the AHB Group as BVCC Parent may reasonably request.
(b) BVCC Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB AHB and GLB's AHB’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, Parent’s books and records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC Parent and to such other information relating to BVCC Parent as GLB AHB may reasonably request and, during such period, it shall furnish promptly to GLB AHB all information concerning the business, properties and personnel of BVCC Parent and its Subsidiaries as GLB AHB may reasonably request.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality AgreementsMutual Non-Disclosure Agreement, dated as of June 2February 19, 2005 2008 between Parent and August 8, 2005 between BVCC and GLB AHB (the "“Confidentiality Agreements"Agreement”).
(d) As soon as reasonably available but in no event more than five (5) business days after filing, GLB (i) AHB will deliver to BVCC Parent each report, financial or otherwise, filed by it or GLB Bank with any Bank AHB Regulatory Authority or the SEC.
and (eii) As soon as reasonably available but in no event more than five business days after filing, BVCC Parent will deliver to GLB AHB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Parent Regulatory Authority or the SECAuthority.
(fe) Within 30 20 calendar days after the end of each month, GLB AHB will deliver to BVCC, (i) Parent the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB AHB for the immediately preceding month prepared in accordance with GAAP GAAP, consistently applied, except for the absence of footnotes and subject to year end audit and adjustment adjustments or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(gf) Within 30 20 calendar days after the end of each month, BVCC Parent will deliver to GLB, (i) AHB the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC Parent for the immediately preceding month prepared in accordance with GAAP GAAP, consistently applied, except for the absence of footnotes and subject to year end audit and adjustment adjustments or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Access; Information. (a) GLB agrees that upon reasonable notice During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller Parent, Seller, Seller Bank and subject to applicable laws relating to the exchange of information, it their respective Subsidiaries shall afford BVCC to Purchaser Parent, Purchaser Bank and BVCC's their respective officers, directors, employees, counsel, accountants accountants, advisors, representatives and other authorized representatives such agents (collectively, “Representatives”) reasonable access upon prior notice and during normal business hours throughout the period prior hours, to the Effective Time officers, employees, properties, offices and other facilities, and to the booksContracts, recordsSeller Bank Books and Records and other documents and data (including employee data, includingto the extent necessary to onboard the Continuing Employees, without limitationsubject to applicable Law) relating exclusively to the business of Seller Bank, Tax Returns that Purchaser Parent and work papers of independent auditorsPurchaser Bank through their respective Representatives, properties may from time to time reasonably request and personnel of GLB Seller Parent, Seller and Seller Bank shall furnish to such Purchaser Parent, Purchaser Bank and their respective Representatives all relevant financial, operating and other data and information relating to GLB as BVCC Seller Bank in Seller Parent’s or its Affiliates’ possession or control which Purchaser Parent or Purchaser Bank through their respective Representatives may reasonably request and, during such period, it shall furnish promptly from time to BVCC all information concerning the business, properties and personnel of GLB as BVCC may time reasonably request, including by providing to Purchaser Parent (1) monthly unaudited consolidated financial statements of Seller and Seller Bank that are prepared for management purposes, which shall be prepared in accordance with the Accounting Principles (other than with respect to the exclusion of the Excluded Subsidiaries) and (2) on a monthly or quarterly basis, as applicable, Seller Bank’s Strategic Performance Reports, Bank Month End Reports, ALCO Reports, Pipeline Reports, ALLL Reports and Asset Quality Reports, each consistent with the forms thereof previously made available to Purchaser Bank, and all similar management reports produced by each business unit of Seller Bank on a monthly or quarterly basis, (3) monthly reports of resignations of any Bank Employee who exceeds Grade 23 or who is a party to an Employee Retention Plan, (4) quarterly credit ratings based on key risk factors, mutually agreed upon by Seller Parent and Purchaser Parent after the date hereof and (5) monthly lists of Extensions of Credit with a non-pass risk rating that are materially modified. Purchaser Parent and Purchaser Bank shall, and shall cause their respective Representatives to, conduct its inspections and investigations under this Section 4.05 in a manner that will not unreasonably interfere with the conduct of the business of Seller Parent and its Affiliates. Notwithstanding the foregoing, (A) Seller Parent, Seller and Seller Bank shall not be required to disclose any information where disclosure would (i) breach any agreement with any third party in effect on the date of this Agreement (if Seller Parent, Seller or Seller Bank shall have used commercially reasonable efforts to have obtained the consent of such third party to such disclosure), (ii) result in the loss of any attorney-client privilege or other privilege held by such party or (iii) contravene any Law, in which case the Seller Parent, Seller Bank or Seller, as applicable, will make appropriate substitute disclosure arrangements and (B) the distribution or receipt of any information made available under this Section 4.05 shall not affect any other rights of the parties under this Agreement.
(b) BVCC agrees that upon reasonable notice If reasonably requested by Seller Parent, the parties shall enter into a customary access and subject to applicable laws indemnification agreement relating to the exchange of information, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably requestrights under this Section 4.05.
(c) All Purchaser Parent acknowledges that the information furnished provided to either party it by Seller Parent in connection with this Agreement is subject to the other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions Confidentiality Agreement. As of the Effective Time, the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements")Agreement shall terminate.
(d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Sources: Merger Agreement (Cit Group Inc)
Access; Information. (a) GLB CFC agrees that to use its best efforts, upon reasonable notice and subject to applicable laws relating to the exchange of information, it to, and shall cause its Subsidiaries to, afford BVCC Opus and BVCC's Opus’ officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties properties, personnel and personnel advisors of GLB CFC and to such other information relating to GLB CFC and its Subsidiaries as BVCC Opus may reasonably request and, during such period, it shall to furnish promptly to BVCC Opus (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal securities laws and federal or state banking, lending, consumer finance or privacy laws, subject to any applicable restrictions that limit CFC’s ability to furnish to Opus confidential supervisory information relating to CFC or its Subsidiaries, and (ii) all other information concerning the business, properties and personnel of GLB CFC and its Subsidiaries as BVCC Opus may reasonably request. Notwithstanding the foregoing, except as set forth in Section 6.07 hereof, CFC shall not be required to furnish any information regarding CFC Board deliberations concerning the transactions contemplated by this Agreement or with respect to an Acquisition Proposal.
(b) BVCC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably request.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements").
(d) As soon as reasonably available practicable and as soon as they are available, but in no event more than five business days 15 days, after filingthe end of each calendar month ending after the date of this Agreement, GLB will deliver CFC shall prepare and furnish to BVCC each reportOpus (i) an unaudited consolidated statement of income of CFC and its Subsidiaries for the month then ended, financial or otherwise(ii) an unaudited balance sheet for CFC for the month then ended, filed by it or GLB (iii) an unaudited balance sheet for Cascade Bank for the month then ended and (iv) any key internal management reports relating to the foregoing.
(c) From the date of this Agreement until the Effective Time, the Opus senior manager responsible for the integration of CFC and Cascade Bank with Opus shall confer with CFC and Cascade Bank senior management on a regular basis regarding the business and operations of Opus and CFC.
(d) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the letter agreement, dated as of October 26, 2010 between Opus and CFC (the “Confidentiality Agreement”). Such Confidentiality Agreement is hereby amended to incorporate the provisions of Section 9.04 and Section 9.09 of this Agreement and to delete any Bank Regulatory Authority or inconsistent provisions in the SECConfidentiality Agreement.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed No investigation by it or any of its Subsidiaries with any Bank Regulatory Authority the parties or their respective representatives shall affect the SECrepresentations, warranties, covenants or agreements of the other parties set forth herein.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Access; Information. (a) GLB NSD agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC Parent and BVCCParent's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including, without limitation, Tax Returns and work papers of independent auditors, properties and personnel of GLB NSD and to such other information relating to GLB NSD as BVCC Parent may reasonably request and, during such period, it shall furnish promptly to BVCC Parent all information concerning the business, properties and personnel of GLB NSD as BVCC Parent may reasonably request.
(b) BVCC Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB NSD and GLBNSD's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC Parent and to such other information relating to BVCC Parent as GLB NSD may reasonably request and, during such period, it shall furnish promptly to GLB NSD all information concerning the business, properties and personnel of BVCC Parent and its Subsidiaries as GLB NSD may reasonably request.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreements, dated as of June 2August 18, 2005 2004 and August 8September 23, 2005 2004 between BVCC Parent and GLB NSD (the "Confidentiality Agreements").
(d) As soon as reasonably available but in no event more than five business days after filing, GLB NSD will deliver to BVCC Parent each report, financial or otherwise, filed by it or GLB NorthSide Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC.
(f) Within 30 20 calendar days after the end of each month, GLB NSD will deliver to BVCC, (i) Parent the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB NSD for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(gf) Within 30 20 calendar days after the end of each month, BVCC Parent will deliver to GLB, (i) NSD the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC Parent for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Sources: Merger Agreement (NSD Bancorp Inc)
Access; Information. (a) GLB IDPK agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC PPBI and BVCC's Pacific Premier’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of GLB IDPK and its Subsidiaries and to such other information relating to GLB IDPK and its Subsidiaries as BVCC PPBI may reasonably request and, during such period, it shall furnish promptly to BVCC PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of GLB IDPK and its Subsidiaries as BVCC PPBI may reasonably request; provided, however, that IDPK shall not be required to furnish to PPBI information that is required by a Governmental Authority to be held confidential by IDPK.
(b) BVCC agrees that During the period from the date of this Agreement to the Effective Time, IDPK shall, upon reasonable notice the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its financial condition, operations and subject to applicable laws business and matters relating to the exchange completion of informationthe Transaction. As soon as reasonably available, it shall afford GLB but in no event more than twenty (20) days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), IDPK will deliver to PPBI its unaudited statement of financial condition and GLB's officersstatements of income, employeeswithout related notes, counselfor such quarter prepared in accordance with GAAP. As soon as reasonably available, accountants but in no event more than thirty (30) days after the end of each fiscal year, IDPK will deliver to PPBI its unaudited statement of financial condition and other authorized representatives statements of income, without related notes (except for normal year-end adjustments as set forth on the year-end audited financial statements of IDPK), for such access during normal business hours throughout year prepared in accordance with GAAP. As soon as reasonably available, but in no event more than ninety (90) days after the period prior end of each fiscal year, IDPK will deliver to PPBI its audited statement of financial condition and statements of income, shareholders’ equity and cash flows for such year prepared in accordance with GAAP. Within seven (7) days after the Effective Time end of each month, IDPK will deliver to the booksPPBI a statement of financial condition and statement of income, recordswithout related notes, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to for such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably requestmonth prepared in accordance with GAAP.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementsand Non-Disclosure Agreement, dated as of June 2August 19, 2005 2014 between PPBI and August 8K▇▇▇▇, 2005 between BVCC and GLB B▇▇▇▇▇▇▇ & W▇▇▇▇, Inc., a Stifel Company, on behalf of IDPK (the "“Confidentiality Agreements"Agreement”).
(d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed No investigation by it or GLB Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority the parties or their respective representatives shall affect the SECrepresentations, warranties, covenants or agreements of the other parties set forth herein.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Access; Information. (a) GLB SDTB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC PPBI and BVCCPacific Premier's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers of independent auditors), properties systems, properties, personnel and personnel advisors of GLB SDTB and to such other information relating to GLB SDTB as BVCC PPBI may reasonably request and, during such period, it shall furnish promptly to BVCC PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of GLB SDTB as BVCC PPBI may reasonably request, except for Redacted Information. Notwithstanding the preceding sentence, SDTB shall use its reasonable best efforts to provide PPBI with substitute disclosure of Redacted Information.
(b) BVCC agrees that During the period from the date of this Agreement to the Effective Time, SDTB shall, upon reasonable notice the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its financial condition, operations and subject to applicable laws business and matters relating to the exchange completion of informationthe Transaction. As soon as reasonably available, it shall afford GLB but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), SDTB will deliver to PPBI its statement of financial condition and GLB's officersstatements of income, employeeschanges in shareholders' equity and cash flows, counselwithout related notes, accountants and other authorized representatives for such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request quarter prepared in accordance with GAAP and, during as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, SDTB will deliver to PPBI its statement of financial condition and statements of income, shareholders' equity and cash flows for such periodyear prepared in accordance with GAAP. Within seven (7) days after the end of each month, it shall furnish promptly SDTB will deliver to GLB all information concerning the businessPPBI a statement of financial condition and statement of income, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably requestwithout related notes, for such month prepared in accordance with GAAP.
(c) All information furnished to either party by the other party pursuant to this Section 6.6 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementsand Non-Disclosure Agreement, dated as of June 2October 29, 2005 2012 between PPBI and August 8, 2005 between BVCC and GLB SDTB (the "Confidentiality AgreementsAgreement").
(d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed No investigation by it or GLB Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority the parties or their respective representatives shall affect the SECrepresentations, warranties, covenants or agreements of the other parties set forth herein.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Access; Information. (a) GLB agrees that upon Upon reasonable notice from Purchaser Parties and subject to applicable laws relating to the exchange of information, it the Seller Parties shall afford BVCC the Purchaser Parties and BVCC's their officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, records (including, without limitation, Tax Returns and work papers 3266.019/439907.1 of independent auditors), properties properties, personnel and personnel advisors of GLB Seller Parties to the extent relating to Seller Parties or the transactions contemplated by this Agreement and to such other information relating to GLB Seller Parties as BVCC the Purchaser Parties may reasonably request and, during such period, it shall furnish promptly to BVCC the Purchaser Parties all information concerning the business, properties and personnel of GLB Seller Parties as BVCC Purchaser Parties may reasonably request.
(b) BVCC agrees that upon reasonable notice and subject to applicable laws relating to From the exchange date of informationthis Agreement until the Effective Time, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to initiating a new loan, or renewing any existing loan, requiring approval of MC Bancorp under section 3.01(s), SL Bank shall provide to MC Bancorp by electronic delivery the underwriting analyses and loan approval documentation for each such loan. From the date of this Agreement until the Effective Time Time, SL Bank shall provide to Purchaser Parties access to current information and reporting on the books, recordscondition of the loan and real estate portfolio of SL Bank, including without limitationbut not limited to updated information respecting Classified Assets and all reports prepared by or provided to management, Tax Returns and work papers the SL Bank board of independent auditorsdirectors or any third-party consultant respecting Classified Assets, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request andOREO, during such periodloan delinquencies, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB may reasonably requestcriticized or “watch list” assets or similar assets.
(c) The Seller Parties shall each cooperate, and use their commercially reasonable efforts to cause their independent auditor to cooperate, at Seller Parties’ expense, with Purchaser Parties and their independent auditors in order to enable Purchaser Parties and their Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for Seller Parties that may be required by Purchaser Parties in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Seller Parties agree that each will execute and deliver, and cause its officers to execute and deliver (including former officers of Seller Parties after the Closing), such “representation” letters as are customarily delivered in connection with audits and as Purchaser Parties’ independent accountants may respectively reasonably request under the circumstances.
(d) All information furnished to either party by the other party pursuant to this Section 6.6 5.04 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB (the "Confidentiality Agreements").
(d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SECAgreement.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed No investigation by it or any of its Subsidiaries with any Bank Regulatory Authority the parties or their respective representatives shall affect the SECrepresentations, warranties, covenants or agreements of the other parties set forth herein.
(f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.
Appears in 1 contract
Access; Information. (a) GLB Each Party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford BVCC the other Party and BVCC's officersits Representatives, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the its and its Subsidiaries’ books, records, including, without limitation, records (including Tax Returns and work papers of independent auditors), properties and properties, personnel of GLB and to such other information relating to GLB as BVCC may be reasonably request requested and, during such period, it shall furnish as promptly as reasonable to BVCC the other Party or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of GLB as BVCC may reasonably request.
(b) BVCC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of BVCC and its Subsidiaries as GLB the other Party or its Representatives may reasonably request.
(c) All information furnished to either party . MFB shall also permit an independent expert environmental consulting firm, mutually selected by the other party pursuant to this Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with Parties within twenty (20) days from the provisions of the Confidentiality Agreements, dated as of June 2, 2005 and August 8, 2005 between BVCC and GLB date hereof (the "Confidentiality Agreements"“Independent Expert”).
, at the sole expense of MutualFirst, to conduct such phase I and/or phase II environmental audits, studies and tests (dthe “Environmental Studies”) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed on the real properties owned by it or GLB Bank with any Bank Regulatory Authority or the SEC.
(e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it MFB or any of its Subsidiaries with any Bank Regulatory Authority or as necessary for such Independent Expert to provide its opinion as to the SEC.
Required Environmental Expenditures, as defined below (f) Within 30 calendar days after the end of each month, GLB will “Expert’s Opinion”). The Independent Expert shall deliver to BVCC, the Parties the Expert’s Opinion in writing no later than ninety (i90) days from the unaudited consolidated balance sheet date hereof. MFB shall have fifteen (15) business days from the date of receipt of any Expert’s Opinion to review such opinion and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month.
(g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application notice to the FRB Independent Expert and MutualFirst of any dissatisfaction with the contents of the opinion (each such notice, an “MFB Objection Notice”). Within fifteen (15) business days thereafter, MFB and MutualFirst shall use their reasonable best efforts to become registered resolve all objections contained in an MFB Objection Notice (such fifteen-day period referred to herein as a bank holding companythe “Resolution Period”). The term “Required Environmental Expenditures” means the Independent Expert’s good faith estimate, based upon the results of the Environmental Studies, of the dollar amount, if any, that MFB and its Subsidiaries would be required to expend for clean up, remediation and penalties relating to Materials of Environmental Concern with respect to their own real properties or any adjoining properties. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at MutualFirst’s sole expense), MutualFirst shall indemnify MFB and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition. Time is of the essence relating to the foregoing environmental matters.
Appears in 1 contract
Sources: Merger Agreement (MFB Corp)