Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, LNB Bancorp shall permit Northwest Bancshares and Northwest Bank reasonable access upon reasonable notice to its properties and those of the LNB Bancorp Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB Bancorp reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank may have a reasonable interest; provided, however, that LNB Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s reasonable judgment, would interfere with the normal conduct of LNB Bancorp’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulation. LNB Bancorp shall provide and shall request its auditors to provide Northwest Bancshares with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares may reasonably request for Securities Law disclosure purposes. Northwest Bancshares and Northwest Bank shall use commercially reasonable efforts to minimize any interference with LNB Bancorp’s regular business operations during any such access to LNB Bancorp’s property, books and records.

Access to Properties and Records. 6.3.1. Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.1 hereof, LNB Bancorp Synergy shall permit Northwest Bancshares NYB and Northwest Bank its officers, employees, counsel, accountants and other authorized representatives, reasonable access access, upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the LNB Bancorp Synergy Subsidiaries, and shall disclose and make available to Northwest Bancshares NYB and Northwest Bank its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement Agreement, any Acquisition Proposal or any other subject matter LNB Bancorp Synergy reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank NYB may have a reasonable interest; provided, however, that LNB Bancorp Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s reasonable judgment, would interfere with the normal conduct of LNB Bancorp’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with regard the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to which disclosure to Northwest Bancshares is prohibited by law be necessary or regulationappropriate for the purpose of preparing for and implementing the required systems integration or account migration. LNB Bancorp Synergy shall provide and shall request its auditors to provide Northwest Bancshares NYB with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares NYB may reasonably request for Securities Law securities disclosure purposes. Northwest Bancshares and Northwest Bank NYB shall use commercially reasonable best efforts to minimize any interference with LNB BancorpSynergy’s regular business operations during any such access to LNB BancorpSynergy’s property, books and records. Synergy and each Synergy Subsidiary shall permit NYB, at NYB’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Synergy or any Synergy Subsidiary.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof11.1, LNB Bancorp Beacon Federal shall permit Northwest Bancshares and Northwest Bank reasonable BHLB access upon reasonable notice and at reasonable times to its properties and those of the LNB Bancorp Beacon Federal Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank BHLB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB Bancorp that Beacon Federal reasonably determines should be treated as kept confidential) and stockholders’ meetings), organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank BHLB may have a reasonable interest; provided, however, that LNB Bancorp Beacon Federal shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB BancorpBeacon Federal’s reasonable judgment, would interfere with the normal conduct of LNB BancorpBeacon Federal’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulationcontravene any applicable law. LNB Bancorp Beacon Federal shall provide and shall request its auditors to provide Northwest Bancshares BHLB with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares BHLB may reasonably request for Securities Law disclosure purposes. Northwest Bancshares and Northwest Bank BHLB shall use commercially reasonable efforts to minimize any interference with LNB BancorpBeacon Federal’s regular business operations during any such access to LNB BancorpBeacon Federal’s property, books and records. Beacon Federal and each Beacon Federal Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Beacon Federal or any Beacon Federal Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Beacon Federal or any Beacon Federal Subsidiary.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, LNB and except to the extent prohibited by a Bank Regulator pursuant to regulatory policy, VSB Bancorp shall permit Northwest Bancshares and Northwest Bank Northfield Bancorp reasonable access access, upon reasonable notice notice, to its properties and those of the LNB VSB Bancorp Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank Northfield Bancorp during normal business hours all of its personnel, books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB VSB Bancorp reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares Northfield Bancorp or Northwest Bank its Subsidiaries may have a reasonable interest; provided, however, that LNB VSB Bancorp shall not be required to take any 52 action that would provide access to or to disclose information where such access or disclosure, in LNB VSB Bancorp’s reasonable judgment, would would: (i) interfere with the normal conduct of LNB VSB Bancorp’s business or business; (ii) would violate or prejudice the rights or business interests or confidences of any customer customer; or other person (iii) contravene any law, rule, regulation, order, judgment or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulationdecree. LNB VSB Bancorp shall provide and shall request its auditors to provide Northwest Bancshares Northfield Bancorp with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares Northfield Bancorp may reasonably request for Securities Law Laws disclosure purposes. Northwest Bancshares and Northwest Bank Northfield Bancorp shall use commercially reasonable efforts to minimize any interference with LNB VSB Bancorp’s regular business operations during any such access to LNB VSB Bancorp’s property, books and records.

Access to Properties and Records. 6.3.1. Subject In order to facilitate the consummation of the Merger, the Holding Company Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereofhereof and subject to applicable laws relating to exchange of information, LNB CMS Bancorp shall will permit Northwest Bancshares Xxxxxx and Northwest Bank reasonable access its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice notice, to its personnel and properties and those of the LNB CMS Bancorp Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank Xxxxxx during normal business hours throughout the period prior to the Effective Time of the Merger all of its the books, papers and records of CMS Bancorp or any of the CMS Bancorp Subsidiaries relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, the Holding Company Merger Agreement, the Bank Merger Agreement or any other subject matter LNB Bancorp reasonably determines should be treated as confidentialstrategic alternatives) and stockholdersshareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank Xxxxxx may have a reasonable interest; provided, however, that LNB CMS Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s reasonable judgment, would interfere with the normal conduct of LNB Bancorp’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulationperson. LNB CMS Bancorp shall provide and shall request its auditors to provide Northwest Bancshares Xxxxxx with such historical financial information regarding it CMS Bancorp and any of the CMS Bancorp Subsidiaries (and related audit reports and consents) as Northwest Bancshares Xxxxxx may reasonably request for Securities Law disclosure purposesrequest. Northwest Bancshares and Northwest Bank Xxxxxx shall use commercially reasonable efforts to minimize any interference with LNB CMS Bancorp’s and any of the CMS Bancorp Subsidiaries’ regular business operations during any such access to LNB CMS Bancorp’s or the CMS Bancorp Subsidiaries’ personnel, property, books or records. CMS Bancorp and recordsany of the CMS Bancorp Subsidiaries shall permit Xxxxxx, at Xxxxxx’x expense, to cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by CMS Bancorp or any of the CMS Bancorp Subsidiaries and, to the extent CMS Bancorp or any of the CMS Bancorp Subsidiaries has the contractual right to do so, at any Loan Property or Participation Facility.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 11.01 hereof, LNB Bancorp Target shall permit Northwest Bancshares and Northwest Bank Investors Bancorp reasonable access during normal business hours upon reasonable notice to its properties and those of the LNB Bancorp Target Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank Investors Bancorp during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB Bancorp Target reasonably determines should be treated as confidential) and stockholdersshareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank Investors Bancorp may have a reasonable interest; provided, however, that LNB Bancorp Target shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s reasonable judgment, disclosure would interfere with the normal conduct of LNB Bancorp’s business violate applicable law or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulationcounsel. LNB Bancorp Target shall provide and shall request its auditors to provide Northwest Bancshares Investors Bancorp (subject to Investors Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. Northwest Bancshares and Northwest Bank Investors Bancorp shall use commercially reasonable efforts to minimize any interference with LNB BancorpTarget’s regular business operations during any such access to LNB BancorpTarget’s property, books and records. Target shall permit Investors Bancorp, at its expense, to cause a “phase I environmental audit” to be performed at each Branch owned by Target Bank at any time prior to the Closing Date. Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Target’s operation of its business, and Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any restoration and clean up, shall be borne solely by Investors Bancorp. Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall Investors Bancorp have access to any information that, based on advice of Target’s counsel, would (A) reasonably be expected to waive any material legal privilege (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Target with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Investors Bancorp, Target has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Investors Bancorp shall not conduct any environmental sampling without the prior written consent of Target, which consent may be withheld in Target’s discretion. All requests made pursuant to this Section 5.03 shall be directed to an executive officer of Target or such Person or Persons as may be designated by Target. All information received pursuant to this Section 5.03 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, LNB Bancorp MutualFirst Financial shall permit Northwest Bancshares and Northwest Bank reasonable access upon reasonable notice to its properties and those of the LNB Bancorp MutualFirst Financial Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB Bancorp MutualFirst Financial reasonably determines should be treated as confidential) and stockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank may have a reasonable interest; provided, however, that LNB Bancorp 57 MutualFirst Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB BancorpMutualFirst Financial’s reasonable judgment, would interfere with the normal conduct of LNB BancorpMutualFirst Financial’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulation. LNB Bancorp MutualFirst Financial shall provide and shall request its auditors and tax accountants to provide Northwest Bancshares with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares may reasonably request for Securities Law disclosure purposes. Northwest Bancshares and Northwest Bank shall use commercially reasonable efforts to minimize any interference with LNB BancorpMutualFirst Financial’s regular business operations during any such access to LNB BancorpMutualFirst Financial’s property, books and records.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof12.1, LNB Bancorp MFI shall permit Northwest Bancshares and Northwest Bank Brookline Bancorp reasonable access upon reasonable notice to its properties and those of the LNB Bancorp MFI Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank Brookline Bancorp during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB Bancorp MFI reasonably determines should be treated as confidential) and stockholders’ ' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank Brookline Bancorp may have a reasonable interest; provided, however, that LNB Bancorp MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s MFI's reasonable judgment, would interfere with the normal conduct of LNB Bancorp’s MFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulationcontravene any applicable law. LNB Bancorp MFI shall provide and shall request its auditors to provide Northwest Bancshares Brookline Bancorp with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares Brookline Bancorp may reasonably request for Securities Law disclosure purposes. Northwest Bancshares and Northwest Bank Brookline Bancorp shall use commercially reasonable efforts to minimize any interference with LNB Bancorp’s MFI's regular business operations during any such access to LNB Bancorp’s MFI's property, books and records. MFI and each MFI Subsidiary shall permit Brookline Bancorp, at Brookline Bancorp's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or, to the extent permitted under the applicable lease agreement, occupied by MFI or any MFI Subsidiary.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, LNB Bancorp prior to the earlier of the termination of this Agreement or the Closing Date, GCB shall permit Northwest Bancshares and Northwest Bank OFC reasonable access upon reasonable notice to its properties and those of the LNB Bancorp GCB Subsidiaries, and shall disclose and make available to Northwest Bancshares and Northwest Bank OFC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter LNB Bancorp GCB reasonably determines should be treated as confidential) and stockholdersshareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank OFC may have a reasonable interest; provided, however, that LNB Bancorp GCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s reasonable judgment, would interfere with the normal conduct of LNB Bancorp’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person person, would violate any law or any agreement to which GCB or any GCB Subsidiary is bound, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to Northwest Bancshares is prohibited by law or regulationcounsel. LNB Bancorp GCB shall provide and shall request its auditors to provide Northwest Bancshares OFC with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares OFC may reasonably request for Securities Law securities disclosure purposes. Northwest Bancshares and Northwest Bank OFC shall use commercially reasonable efforts to minimize any interference with LNB BancorpGCB’s regular business operations during any such access to LNB BancorpGCB’s property, books and records. GCB and each GCB Subsidiary shall permit OFC, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by GCB or any GCB Subsidiary. In the event any subsurface or phase II site assessments are conducted, OFC shall indemnify GCB and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition or otherwise resulting or relating to any such investigation or assessments.

Access to Properties and Records. 6.3.1. Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.1 hereof, LNB Bancorp Synergy shall permit Northwest Bancshares NYB and Northwest Bank its officers, employees, counsel, accountants and other authorized representatives, reasonable access access, upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the LNB Bancorp Synergy Subsidiaries, and shall disclose and make available to Northwest Bancshares NYB and Northwest Bank its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement Agreement, any Acquisition Proposal or any other subject matter LNB Bancorp Synergy reasonably determines should be treated as confidential) and stockholders’ ' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which Northwest Bancshares or Northwest Bank NYB may have a reasonable interest; provided, however, that LNB Bancorp Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LNB Bancorp’s reasonable judgment, would interfere with the normal conduct of LNB Bancorp’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel counsel. Synergy shall upon NYB's reasonable request provide NYB with access to Synergy's records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB's efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy's system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with regard the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to which disclosure to Northwest Bancshares is prohibited by law be necessary or regulationappropriate for the purpose of preparing for and implementing the required systems integration or account migration. LNB Bancorp Synergy shall provide and shall request its auditors to provide Northwest Bancshares NYB with such historical financial information regarding it (and related audit reports and consents) as Northwest Bancshares NYB may reasonably request for Securities Law securities disclosure purposes. Northwest Bancshares and Northwest Bank NYB shall use commercially reasonable best efforts to minimize any interference with LNB Bancorp’s Synergy's regular business operations during any such access to LNB Bancorp’s Synergy's property, books and records. Synergy and each Synergy Subsidiary shall permit NYB, at NYB's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Synergy or any Synergy Subsidiary.