Common use of Access; Pre-Closing Investigation Clause in Contracts

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI and each of its Subsidiaries, permit TCB to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB may reasonably require and furnish to TCB during such period all such information concerning HBI, each of its Subsidiaries and its affairs as TCB may reasonably request, in order that TCB may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI and each of its Subsidiaries and the satisfaction of the conditions precedent to TCB’s obligations described in Article VIII of this Agreement. TCB will use its commercially reasonable efforts not to disrupt the normal business operations of HBI or any of its Subsidiaries. HBI agrees at any time, and from time to time, to furnish to TCB as soon as practicable, any additional information that TCB may reasonably request. Neither HBI nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBI’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.)

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Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI FFIN will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB TBT full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI FFIN and each of its Subsidiaries, permit TCB to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) Subsidiaries as TCB TBT may reasonably require and furnish to TCB TBT during such period all such information concerning HBIFFIN, each of its Subsidiaries and its affairs as TCB TBT may reasonably request, in order that TCB TBT may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI FFIN and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBTBT’s obligations described in Article VIII VII of this Agreement. TCB TBT will use its commercially reasonable efforts not to disrupt the normal business operations of HBI FFIN or any of its Subsidiaries. HBI FFIN agrees at any time, and from time to time, to furnish to TCB TBT as soon as practicable, any additional information that TCB TBT may reasonably request. Neither HBI FFIN nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBIFFIN’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Financial Bankshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI Xxxxxxx will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB EQBK full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI Xxxxxxx and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB EQBK may reasonably require and furnish to TCB EQBK during such period all such information concerning HBIXxxxxxx, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI Xxxxxxx and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI Xxxxxxx and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI Xxxxxxx or any of its Subsidiaries. HBI Xxxxxxx agrees at any time, and from time to time, to furnish to TCB EQBK as soon as practicable, any additional information that TCB EQBK may reasonably request. Neither HBI Xxxxxxx nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBI’s Xxxxxxx’x or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject Subject to applicable Lawsthe provisions of the Confidentiality Agreement, HBI Prairie will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full EQBK reasonable access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours hours, to the extent legally permissible, to the properties, books, contracts and records of HBI Prairie and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB they may reasonably require and furnish to TCB EQBK, to the extent legally permissible, during such period all such information concerning HBIPrairie, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full an opportunity to make such reasonable investigation as it desires to make of the affairs of HBI Prairie and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI Prairie and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI Prairie or any of its Subsidiaries. HBI Prairie agrees at any time, and from time to time, to furnish to TCB EQBK as soon as reasonably practicable, any additional information that TCB EQBK may reasonably request. Neither HBI Prairie nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would would, in the reasonable judgment of Prairie, cause significant competitive harm to it or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, violate or prejudice the rights of HBIPrairie’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity Bancshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI TBT will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB FFIN full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI TBT and each of its Subsidiaries, permit TCB FFIN to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB FFIN may reasonably require and furnish to TCB FFIN during such period all such information concerning HBITBT, each of its Subsidiaries and its affairs as TCB FFIN may reasonably request, in order that TCB FFIN may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI TBT and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI TBT and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBFFIN’s obligations described in Article VIII of this Agreement. TCB FFIN will use its commercially reasonable efforts not to disrupt the normal business operations of HBI TBT or any of its Subsidiaries. HBI TBT agrees at any time, and from time to time, to furnish to TCB FFIN as soon as practicable, any additional information that TCB FFIN may reasonably request. Neither HBI TBT nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBITBT’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Financial Bankshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI CBI will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB FFIN full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI CBI and each of its Subsidiaries, permit TCB FFIN to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB FFIN may reasonably require and furnish to TCB FFIN during such period all such information concerning HBICBI, each of its Subsidiaries and its affairs as TCB FFIN may reasonably request, in order that TCB FFIN may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI CBI and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI CBI and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBFFIN’s obligations described in Article VIII of this Agreement. TCB FFIN will use its commercially reasonable efforts not to disrupt the normal business operations of HBI CBI or any of its Subsidiaries. HBI CBI agrees at any time, and from time to time, to furnish to TCB FFIN as soon as practicable, any additional information that TCB FFIN may reasonably request. Neither HBI CBI nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBICBI’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Financial Bankshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI the Company will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full Parent reasonable access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI the Company and each of its Subsidiaries, permit TCB Parent to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB Parent may reasonably require and furnish to TCB Parent during such period all such information concerning HBIthe Company, each of its Subsidiaries and its affairs as TCB Parent may reasonably request, in order that TCB Parent may have full the opportunity to make such reasonable investigation as it desires to make of the affairs of HBI the Company and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI the Company and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBParent’s obligations described in Article VIII of this Agreement. TCB Parent will use its commercially reasonable efforts not to disrupt the normal business operations of HBI the Company or any of its Subsidiaries. HBI The Company agrees at any time, and from time to time, to furnish to TCB Parent as soon as practicable, any additional information that TCB Parent may reasonably request. Neither HBI the Company nor any of its Subsidiaries shall be required to provide access to or to disclose confidential supervisory information (as such term is defined in 12 C.F.R. § 4.32 and § 4.36) or other information where such access or disclosure would violate or prejudice the rights of HBIthe Company’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Orderorder, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (T Bancshares, Inc.)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI the Company will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full Parent reasonable access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI the Company and each of its Subsidiaries, permit TCB Parent to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB Parent may reasonably require and furnish to TCB Parent during such period all such information concerning HBIthe Company, each of its Subsidiaries and its affairs as TCB Parent may reasonably request, in order that TCB Parent may have full the opportunity to make such reasonable investigation as it desires to make of the affairs of HBI the Company and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBParent’s obligations described in Article VIII IX of this Agreement. TCB Parent will use its commercially reasonable efforts not to disrupt the normal business operations of HBI the Company or any of its Subsidiaries. HBI The Company agrees at any time, and from time to time, to furnish to TCB Parent as soon as practicable, any additional information regarding the Company that TCB Parent may reasonably request. Neither HBI the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBIthe Company’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementagreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tectonic Financial, Inc.)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI Community will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB EQBK full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI Community and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB EQBK may reasonably require and furnish to TCB EQBK during such period all such information concerning HBICommunity, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI Community and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI Community and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI Community or any of its Subsidiaries. HBI Community agrees at any time, and from time to time, to furnish to TCB EQBK as soon as practicable, any additional information that TCB EQBK may reasonably request. Neither HBI Community nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBICommunity’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Orderorder, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

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Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject Subject to applicable Lawsthe provisions of the Confidentiality Agreement, HBI RBI will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full EQBK reasonable access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours hours, to the extent legally permissible, to the properties, books, contracts and records of HBI RBI and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.126.12) as TCB they may reasonably require and furnish to TCB EQBK, to the extent legally permissible, during such period all such information concerning HBIRBI, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full an opportunity to make such reasonable investigation as it desires to make of the affairs of HBI RBI and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI RBI and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII IX of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI RBI or any of its Subsidiaries. HBI RBI agrees at any time, and from time to time, to furnish to TCB EQBK as soon as reasonably practicable, any additional information that TCB EQBK may reasonably request. Neither HBI RBI nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would would, in the reasonable judgment of RBI, cause significant competitive harm to it or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, violate or prejudice the rights of HBIRBI’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity Bancshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI KBC will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB EQBK full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI KBC and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB EQBK may reasonably require and furnish to TCB EQBK during such period all such information concerning HBIKBC, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI KBC and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI KBC and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI KBC or any of its Subsidiaries. HBI KBC agrees at any time, and from time to time, to furnish to TCB EQBK as soon as practicable, any additional information that TCB EQBK may reasonably request. Neither HBI KBC nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBIKBC’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject Subject to applicable Lawsthe provisions of the Confidentiality Agreement, HBI Xxxxx will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB full EQBK reasonable access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours hours, to the extent legally permissible, to the properties, books, contracts and records of HBI Xxxxx and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB they may reasonably require and furnish to TCB EQBK, to the extent legally permissible, during such period all such information concerning HBIXxxxx, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full an opportunity to make such reasonable investigation as it desires to make of the affairs of HBI Xxxxx and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI Xxxxx and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI Xxxxx or any of its Subsidiaries. HBI Xxxxx agrees at any time, and from time to time, to furnish to TCB EQBK as soon as reasonably practicable, any additional information that TCB EQBK may reasonably request. Neither HBI Xxxxx nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would would, in the reasonable judgment of Xxxxx, cause significant competitive harm to it or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, violate or prejudice the rights of HBI’s Xxxxx’x or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject to applicable Laws, HBI Cache will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB EQBK full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours to the properties, books, contracts and records of HBI Cache and each of its Subsidiaries, permit TCB EQBK to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB EQBK may reasonably require and furnish to TCB EQBK during such period all such information concerning HBICache, each of its Subsidiaries and its affairs as TCB EQBK may reasonably request, in order that TCB EQBK may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI Cache and each of its Subsidiaries, including access sufficient to verify the value of the assets and the liabilities of HBI Cache and each of its Subsidiaries and the satisfaction of the conditions precedent to TCBEQBK’s obligations described in Article VIII of this Agreement. TCB EQBK will use its commercially reasonable efforts not to disrupt the normal business operations of HBI Cache or any of its Subsidiaries. HBI Cache agrees at any time, and from time to time, to furnish to TCB EQBK as soon as practicable, any additional information that TCB EQBK may reasonably request. Neither HBI Cache nor any of its Subsidiaries shall be required to afford or provide access to to, permit the inspection of, or to furnish or disclose properties, books, contracts, records, structures or information (i) that constitutes confidential supervisory information of Cache or the Bank (as such term is defined in 12 C.F.R. § 261.2), or (ii) where such access or disclosure would violate or prejudice the rights of HBICache’s or any of its Subsidiaries’ customers, jeopardize the 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, rule, regulation, Orderorder, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Access; Pre-Closing Investigation. (a) Upon reasonable notice and subject Subject to applicable Lawsthe provisions of Article X, HBI FBC will afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of TCB FFIN full access (excluding any information that is prohibited from being disclosed by applicable Law) during normal business hours access, to the extent legally permissible, to the properties, books, contracts and records of HBI FBC and each of its Subsidiariesthe Bank, permit TCB FFIN to make such inspections (including with regard to such properties physical inspection of the surface and subsurface thereof and any structure thereon pursuant to Section 5.12) as TCB they may reasonably require and furnish to TCB FFIN, to the extent legally permissible, during such period all such information concerning HBI, each of its Subsidiaries FBC or Bank and its their affairs as TCB FFIN may reasonably request, in order that TCB FFIN may have full opportunity to make such reasonable investigation as it desires to make of the affairs of HBI FBC and each of its Subsidiariesthe Bank, including access sufficient to verify the value of the assets and the liabilities of HBI FBC and each of its Subsidiaries the Bank and the satisfaction of the conditions precedent to TCBFFIN’s obligations described in Article VIII of this Agreement. TCB FFIN will use its commercially reasonable efforts not to disrupt the normal business operations of HBI FBC or any of its Subsidiariesthe Bank. HBI FBC agrees at any time, and from time to time, to furnish to TCB FFIN as soon as practicable, any additional information that TCB FFIN may reasonably request. Neither HBI FBC nor any of its Subsidiaries the Bank shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of HBIFBC’s or any of its Subsidiaries’ the Bank’s customers, jeopardize the 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 Lawlaw, rule, regulation, Orderorder, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Financial Bankshares Inc)

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