Common use of Information, Access Thereto, Confidentiality Clause in Contracts

Information, Access Thereto, Confidentiality. (a) BIF, its representatives and agents shall, at all times during normal business hours prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of FDB and the FDB Subsidiaries. BIF, its representatives and agents may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of FDB and the FDB Subsidiaries, including observation of any audit of, and examination of any audit work papers with respect to, FDB or any FDB Subsidiary, and of its and their financial and legal condition as BIF shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of FDB or any of the FDB Subsidiaries. Upon request, each of FDB and the FDB Subsidiaries will furnish BIF or its representatives or agents, its attorneys' responses to auditors' requests for information, and such financial and operating data and other information reasonably requested by BIF developed by FDB or any of the FDB Subsidiaries, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure shall be limited to information that would not result in the waiver by FDB of any claim of attorney-client privilege), and will permit BIF, its representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for FDB or any of the FDB Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to BIF or its representatives or agents. No investigation by BIF shall affect the representations and warranties made by FDB. This Section shall not require the disclosure of any information the disclosure of which to BIF would be prohibited by law

Information, Access Thereto, Confidentiality. (a) BIF, its representatives and agents shall, at all times during normal business hours prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of FDB and the FDB Subsidiaries. BIF, its representatives and agents may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of FDB and the FDB Subsidiaries, including observation of any audit of, and examination of any audit work papers with respect to, FDB or any FDB Subsidiary, and of its and their financial and legal condition as BIF shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, that such access or investigation shall not interfere unnecessarily with the normal operations of FDB or any of the FDB Subsidiaries. Upon request, each of FDB and the FDB Subsidiaries will furnish BIF or its representatives or agents, its attorneys' responses to auditors' requests for information, and such financial and operating data and other information reasonably requested by BIF developed by FDB or any of the FDB Subsidiaries, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure shall be limited to information that would not result in the waiver by FDB of any claim of attorney-client privilege), and will permit BIF, its representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for FDB or any of the FDB Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to BIF or its representatives or agents. No investigation by BIF shall affect the representations and warranties made by FDB. This Section shall not require the disclosure of any information the disclosure of which to BIF would be prohibited by law.

Information, Access Thereto, Confidentiality. (a) BIF, Heartland and its respective representatives and agents shall, at all times upon 48 hours' prior notice and during normal business hours prior to the Closing DateEffective Time, have full and continuing reasonable access to the properties, facilities, operations, books and records and properties of FDB Blue River and the FDB Blue River Subsidiaries. BIF, Heartland and its respective representatives and agents may, prior to the Closing DateEffective Time, make or cause to be made such reasonable investigation of the operations, books, records and properties of FDB Blue River and the FDB Subsidiaries, including observation of any audit of, and examination of any audit work papers with respect to, FDB or any FDB Subsidiary, Blue River Subsidiaries and of its and their financial and legal condition as BIF shall they deem necessary or advisable to familiarize itself with such records, properties and other mattersadvisable; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of FDB Blue River and the Blue River Subsidiaries. Blue River and the Blue River Subsidiaries will cooperate with Heartland and the Heartland Bank in their efforts to effect a smooth transition of operations following the Effective Time. In addition, Blue River and the Blue River Subsidiaries will cooperate with any environmental consulting firm designated by Heartland in connection with the conduct by such firm of an environmental investigation on all real property owned or any leased by Blue River or the Blue River Subsidiaries as of the FDB Subsidiariesdate of this Agreement and any real property acquired or leased by them after the date of this Agreement. Upon request, each of FDB Blue River and the FDB Blue River Subsidiaries will shall furnish BIF Heartland, or its respective representatives or agents, its their attorneys' responses to auditors' external auditors requests for information, management letters received from their external auditors and such financial financial, loan and operating data and other information reasonably requested by BIF Heartland which has been or is developed by FDB Blue River or any of the FDB Blue River Subsidiaries, its their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure shall be limited to information that would not result in the waiver by FDB Blue River or the Blue River Subsidiaries of any claim of attorney-client privilege), and will permit BIF, Heartland and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for FDB or any of Blue River and the FDB Blue River Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to BIF Heartland or its respective representatives or agents. Heartland shall not use any such information obtained pursuant to this Agreement for any purpose unrelated to the Mergers. Any confidential information or trade secrets received by Heartland or its representatives or agents. No investigation by BIF agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall affect the representations be treated confidentially, and warranties made by FDB. This Section shall not require the disclosure any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Heartland or, at Blue River's request, returned to Blue River in the disclosure of which to BIF would be prohibited by lawevent this Agreement is terminated as provided in Section 9 hereof.

Information, Access Thereto, Confidentiality. (a) BIF, Blue River and its respective representatives and agents shall, at all times upon 48 hours' prior notice and during normal business hours prior to the Closing DateEffective Time, have full and continuing reasonable access to the properties, facilities, operations, books and records of Heartland and properties of FDB Heartland Bank. Blue River and the FDB Subsidiaries. BIF, its respective representatives and agents may, prior to the Closing DateEffective Time, make or cause to be made such reasonable investigation of the operations, books, records and properties of FDB Heartland and the FDB Subsidiaries, including observation of any audit of, and examination of any audit work papers with respect to, FDB or any FDB Subsidiary, Heartland Bank and of its and their financial and legal condition as BIF shall they deem necessary or advisable to familiarize itself with such records, properties and other mattersadvisable; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of FDB Heartland and Heartland Bank. Heartland and Heartland Bank will cooperate with Blue River and the Blue River Subsidiaries in their efforts to effect a smooth transition of operations following the Effective Time. In addition, Heartland and Heartland Bank will cooperate with any environmental consulting firm designated by Blue River in connection with the conduct by such firm of an environmental investigation on all real property owned or any leased by Heartland or Heartland Bank as of the FDB Subsidiariesdate of this Agreement and any real property acquired or leased by them after the date of this Agreement. Upon request, each of FDB Heartland and the FDB Subsidiaries will Heartland Bank shall furnish BIF Blue River, or its respective representatives or agents, its their attorneys' responses to auditors' external auditors requests for information, management letters received from their external auditors and such financial financial, loan and operating data and other information reasonably requested by BIF Blue River which has been or is developed by FDB Heartland or any of the FDB SubsidiariesHeartland Bank, its their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure shall be limited to information that would not result in the waiver by FDB Heartland or Heartland Bank of any claim of attorney-client privilege), and will permit BIF, Blue River and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for FDB or any of the FDB SubsidiariesHeartland and Heartland Bank, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to BIF Blue River or its respective representatives or agents. Blue River shall not use any such information obtained pursuant to this Agreement for any purpose unrelated to the Mergers. Any confidential information or trade secrets received by Blue River or its representatives or agents. No investigation by BIF agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall affect the representations be treated confidentially, and warranties made by FDB. This Section shall not require the disclosure any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Blue River or, at Heartland's request, returned to Heartland in the disclosure of which to BIF would be prohibited by lawevent this Agreement is terminated as provided in Section 9 hereof.