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

Access; Pre-Closing Investigation. To the extent permitted by applicable Law, GBNK shall, and shall cause each of its Subsidiaries to, afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of IBG full access during regular business hours to all of the properties, books, contracts, commitments, personnel and records of GBNK and each GBNK Subsidiary, and furnish to IBG during such period all such information concerning GBNK and each GBNK Subsidiary and their affairs as IBG may reasonably request, so that IBG may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of GBNK and each GBNK Subsidiary, including access sufficient to verify the value of the assets and the liabilities of GBNK and each GBNK Subsidiary and the satisfaction of the conditions precedent to IBG’s obligations described in Article VIII; provided, however, that IBG shall request permission for all such access reasonably in advance and all such access shall be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of GBNK and each GBNK Subsidiary. GBNK agrees at any time, and from time to time, to furnish to IBG as soon as practicable, any additional information that IBG may reasonably request, and shall specifically provide to IBG a weekly written report of all loans made, renewed or modified by Guaranty Bank. No investigation by IBG or its representatives shall affect the representations and warranties set forth herein. Any information provided pursuant to this Agreement shall be subject to the terms of the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Guaranty Bancorp), Agreement and Plan of Reorganization (Independent Bank Group, Inc.)

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Access; Pre-Closing Investigation. To the extent permitted by applicable Lawlaw, GBNK shall, and IBI shall cause each of its Subsidiaries to, afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of IBG full access during regular business hours to all of the properties, books, contracts, commitments, personnel and records of GBNK IBI and each GBNK IBI Subsidiary, and furnish to IBG during such period all such information concerning GBNK IBI and each GBNK IBI Subsidiary and their affairs as IBG may reasonably request, so that IBG may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of GBNK IBI and each GBNK IBI Subsidiary, including access sufficient to verify the value of the assets and the liabilities of GBNK IBI and each GBNK IBI Subsidiary and the satisfaction of the conditions precedent to IBG’s obligations described in Article ARTICLE VIII; provided, however, that IBG shall request permission for all such access reasonably in advance and all such access shall be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of GBNK IBI and each GBNK IBI Subsidiary. GBNK IBI agrees at any time, and from time to time, to furnish to IBG as soon as practicable, any additional information that IBG may reasonably request, and shall specifically provide to IBG a weekly written report of all loans made, renewed or modified by Guaranty Integrity Bank. No investigation by IBG or its representatives shall affect the representations and warranties set forth herein. Any information provided pursuant to this Agreement ; provided, however, that IBG shall be subject promptly notify IBI to the terms extent that IBG’s investigation determines that any of the Confidentiality Agreement, which shall remain representations and warranties by IBI set forth in full force and effect in accordance with its termsARTICLE III are untrue.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)

Access; Pre-Closing Investigation. To the extent permitted by applicable Lawlaw, GBNK shall, and CBI shall cause each of its Subsidiaries to, afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of IBG full access during regular business hours to all of the properties, books, contracts, commitments, personnel and records of GBNK CBI and each GBNK CBI Subsidiary, and furnish to IBG during such period all such information concerning GBNK CBI and each GBNK CBI Subsidiary and their affairs as IBG may reasonably request, so that IBG may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of GBNK CBI and each GBNK CBI Subsidiary, including access sufficient to verify the value of the assets and the liabilities of GBNK CBI and each GBNK CBI Subsidiary and the satisfaction of the conditions precedent to IBG’s obligations described in Article ARTICLE VIII; provided, however, that IBG shall request permission for all such access reasonably in advance and all such access shall be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of GBNK CBI and each GBNK CBI Subsidiary. GBNK CBI agrees at any time, and from time to time, to furnish to IBG as soon as practicable, any additional information that IBG may reasonably request, and shall specifically provide to IBG a weekly written report of all loans made, renewed or modified by Guaranty Northstar Bank. No investigation by IBG or its representatives shall affect the representations and warranties set forth herein. Any information provided pursuant to this Agreement ; provided, however, that IBG shall be subject promptly notify CBI to the terms extent that IBG’s investigation determines that any of the Confidentiality Agreement, which shall remain representations and warranties by CBI set forth in full force and effect in accordance with its termsARTICLE III are untrue.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)

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Access; Pre-Closing Investigation. To the extent permitted by applicable Law, GBNK shall, and IBT shall cause each of its Subsidiaries to, afford the officers, directors, employees, attorneys, accountants, investment bankers and authorized representatives of IBG VHI full access during regular business hours to all of the properties, books, contracts, commitments, personnel and records of GBNK IBT and each GBNK SubsidiaryIndependent Bank, and furnish to IBG VHI during such period all such information concerning GBNK IBT and each GBNK Subsidiary Independent Bank and their affairs as IBG VHI may reasonably request, so that IBG VHI may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of GBNK IBT and each GBNK SubsidiaryIndependent Bank, including access sufficient to verify the value of the assets and the liabilities of GBNK IBT and each GBNK Subsidiary Independent Bank and the satisfaction of the conditions precedent to IBGVHI’s obligations described in Article ARTICLE VIII; provided, however, that IBG VHI shall request permission for all such access reasonably in advance and all such access shall be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of GBNK IBT and each GBNK SubsidiaryIndependent Bank. GBNK IBT agrees at any time, and from time to time, to furnish to IBG VHI as soon as practicable, any additional information that IBG VHI may reasonably request, and shall specifically provide to IBG a weekly written report of all loans made, renewed or modified by Guaranty Bank. No investigation by IBG VHI or its representatives shall affect the representations and warranties set forth herein. Any information provided pursuant to this Agreement ; provided, however, that VHI shall be subject promptly notify IBT to the terms extent that VHI’s investigation determines that any of the Confidentiality Agreement, which shall remain representations and warranties by IBT set forth in full force and effect in accordance with its termsARTICLE III are untrue.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.)

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