Common use of Access and Confidentiality Clause in Contracts

Access and Confidentiality. (a) From the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA Order, (i) Seller shall, and shall direct the Trayport Companies to, permit Purchasers and their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the Seller, to the extent related to the Sale), and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives to the extent related to the Sale; provided, however, that nothing herein shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchasers shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers and their agents and representatives shall comply with the confidentiality obligations contained herein.

Access and Confidentiality. (a) From the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA OrderLaw, (i) Seller Sellers shall, and shall direct cause the Trayport NGX/Shorcan Companies to, permit Purchasers Purchaser and their its agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport NGX/Shorcan Companies (and the SellerSellers, to the extent related to the Sale), and (ii) Seller Sellers shall, and shall direct cause the Trayport NGX/Shorcan Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers Purchaser and their its agents and representatives to the extent related to the Sale; provided, however, that nothing herein shall obligate Seller Sellers or its their Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which any Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller Sellers shall give notice to Purchasers Purchaser of the fact that it is withholding information or documents pursuant to this clause (B) and Seller Sellers shall use its their commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchasers Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers Purchaser and their its agents and representatives shall comply with the confidentiality obligations contained herein.

Access and Confidentiality. (a) From the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA OrderLaw, (i) Seller Sellers shall, and shall direct cause the Trayport Companies to, permit Purchasers Purchaser and their its agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the their respective properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the SellerSellers, to the extent related to the Sale), and (ii) Seller Sellers shall, and shall direct cause the Trayport Companies to, direct their respective employees, agents and representatives and shall cause their respective employees, agents and representatives, to cooperate fully with Purchasers Purchaser and their its agents and representatives to the extent related to the Sale; Sale; provided, however, that nothing herein shall obligate Seller Sellers or its their Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller Sellers or its their Affiliates is a party or to which any of their respective assets are subject; subject; provided, however, that Seller Sellers shall give notice to Purchasers Purchaser of the fact that it is withholding information or documents pursuant to this clause (B) and Seller Sellers shall use its commercially their reasonable best efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchasers Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers Purchaser and their its agents and representatives shall comply with the confidentiality obligations contained herein.

Access and Confidentiality. (a) From the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA OrderLaw, each (i) Seller shallof Sellers, on the one hand, and shall direct Purchaser, on the Trayport Companies toother, will permit Purchasers the other and their agents and respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the their respective properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the Seller, to the extent related to the Sale)transactions contemplated by this Agreement or by the Related Agreements, and (ii) Seller shallParent or Purchaser, and as applicable, shall direct the Trayport Companies to, direct their its respective employees, agents and representatives and shall cause the employees, agents and representatives of its respective Affiliates, to cooperate fully with Purchasers Purchaser or Sellers, as the case may be, and their agents and its respective representatives to the extent related to the Sale; transactions contemplated by this Agreement or by the Related Agreements and (iii) Sellers shall, and shall cause their Affiliates to, furnish promptly to Purchaser a copy of (x) each regulatory report, schedule, form, registrations and other documents (and any amendment with respect thereto) filed with any Governmental Authority to the extent related to the Business, (y) the internal or external reports related to the Business and (z) all other information concerning the Business as Purchaser may reasonably request; provided, however, that nothing 61 herein shall obligate any Seller or its any Acquired Subsidiary or any of their respective Affiliates to take any actions that would (Ai) unreasonably interrupt or interfere with the normal course of their businesses or (Bii) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller Seller, any Acquired Subsidiaries or its any of their Affiliates is a party or to which any of their respective assets are subject; subject; provided, howeverfurther, that Seller prior to the expiration of any waiting period under the HSR Act and other similar Law applicable to the transactions contemplated by this Agreement, Purchaser and its representatives shall give notice to Purchasers of the fact that it only be permitted such reasonable access which, in Seller's discretion, after consultation with counsel, is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause appropriate during such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violationreview process. Purchasers Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers Purchaser and their agents each Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein.

Access and Confidentiality. (a) From the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA OrderLaw, each (i) Seller shallof Sellers, on the one hand, and shall direct Purchaser, on the Trayport Companies toother, will permit Purchasers the other and their agents and respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the their respective properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the Seller, to the extent related to the Sale)transactions contemplated by this Agreement or by the Related Agreements, and (ii) Seller shallParent or Purchaser, and as applicable, shall direct the Trayport Companies to, direct their its respective employees, agents and representatives and shall cause the employees, agents and representatives of its respective Affiliates, to cooperate fully with Purchasers Purchaser or Sellers, as the case may be, and their agents and its respective representatives to the extent related to the Sale; transactions contemplated by this Agreement or by the Related Agreements and (iii) Sellers shall, and shall cause their Affiliates to, furnish promptly to Purchaser a copy of (x) each regulatory report, schedule, form, registrations and other documents (and any amendment with respect thereto) filed with any Governmental Authority to the extent related to the Business, (y) the internal or external reports related to the Business and (z) all other information concerning the Business as Purchaser may reasonably request; provided, however, that nothing herein shall obligate any Seller or its any Acquired Subsidiary or any of their respective Affiliates to take any actions that would (Ai) unreasonably interrupt or interfere with the normal course of their businesses or (Bii) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller Seller, any Acquired Subsidiaries or its any of their Affiliates is a party or to which any of their respective assets are subject; subject; provided, howeverfurther, that Seller prior to the expiration of any waiting period under the HSR Act and other similar Law applicable to the transactions contemplated by this Agreement, Purchaser and its representatives shall give notice to Purchasers of the fact that it only be permitted such reasonable access which, in Seller’s discretion, after consultation with counsel, is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause appropriate during such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violationreview process. Purchasers Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers Purchaser and their agents each Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein.

Access and Confidentiality. (a) From Between the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA Order, (i) Seller shall, and shall direct the Trayport Companies to, permit Purchasers and their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the SellerClosing Date, Seller shall afford to the extent related to the Sale)Purchaser and its officers, and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives full access to the extent related properties, books, records, contracts, documents, files (including Records and Loan Documents) and other information of or relating to the Sale; Branches, the Assets and the Liabilities upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided conducted in a manner that would does not reasonably be expected to waive such privilege unreasonably interfere with Seller’s normal business operations or result in such a violationits relations with its customers. Purchasers shall comply, and Seller shall cause its representatives personnel to complybe reasonably available during normal business hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with all safety, health and security rules applicable Purchaser’s investigation of matters relating to the premises being visitedBranches, the Assets and the Liabilities and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches. Seller shall allow Purchaser access to the Branches during normal business hours upon execution of the Agreement for the purposes of inspecting and installing signage, communication equipment and cabling, at Purchaser’s sole expense. In each casethe event that the transactions contemplated by this Agreement are not consummated for any reason, Purchasers Purchaser shall be responsible, at its sole expense, for the removal of any equipment or cabling installed pursuant to this Section 6.2(a) and their agents and representatives shall comply with for the confidentiality obligations contained hereinrepair of any damage done by such installation or removal.

Access and Confidentiality. (a) From Between the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA Order, (i) Seller shall, and shall direct the Trayport Companies to, permit Purchasers and their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the SellerClosing Date, Seller shall afford to the extent related to the Sale)Purchaser and its officers, and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives full access to the extent related properties, books, records, contracts, documents, files (including Records and Loan Documents) and other information of or relating to the Sale; Branches, the Assets and the Liabilities upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided conducted in a manner that would does not reasonably be expected to waive such privilege unreasonably interfere with Seller’s normal business operations or result in such a violationits relations with its customers. Purchasers shall comply, and Seller shall cause its representatives personnel to complybe reasonably available during normal business hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with all safety, health and security rules applicable Purchaser’s investigation of matters relating to the premises being visitedBranches, the Assets and the Liabilities and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches. Seller shall allow Purchaser access to the Branches during normal business hours upon execution of the Agreement for the purposes of inspecting and installing communication equipment and cabling, at Purchaser’s sole expense. In each casethe event that the transactions contemplated by this Agreement are not consummated for any reason, Purchasers Purchaser shall be responsible, at its sole expense, for the removal of any equipment or cabling installed pursuant to this paragraph and their agents and representatives shall comply with for the confidentiality obligations contained hereinrepair of any damage done by such installation or removal.

Access and Confidentiality. (ae) From Between the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA Order, (i) Seller shall, and shall direct the Trayport Companies to, permit Purchasers and their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the SellerClosing Date, Seller shall afford to the extent related to the Sale)Purchaser and its officers, and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives full access to the extent related properties, books, records, contracts, documents, files (including Records and Loan Documents) and other information of or relating to the Sale; Branches, the Assets and the Liabilities upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided conducted in a manner that would does not reasonably be expected to waive such privilege unreasonably interfere with Seller’s normal business operations or result in such a violationits relations with its customers. Purchasers shall comply, and Seller shall cause its representatives personnel to complybe reasonably available during normal business hours, to an extent not unreasonably disruptive of ongoing operations, to provide information and assistance in connection with all safety, health and security rules applicable Purchaser’s investigation of matters relating to the premises being visitedBranches, the Assets and the Liabilities and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches. Seller shall allow Purchaser access to the Branches during normal business hours upon execution of the Agreement for the purposes of inspecting and installing communication equipment and cabling, at Purchaser’s sole expense. In each casethe event that the transactions contemplated by this Agreement are not consummated for any reason, Purchasers Purchaser shall be responsible, at its sole expense, for the removal of any signage, equipment or cabling installed pursuant to this Section 6.2(a) and their agents and representatives shall comply with for the confidentiality obligations contained hereinrepair of any damage done by such installation or removal.

Access and Confidentiality. (ae) From Between the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA Order, (i) Seller shall, and shall direct the Trayport Companies to, permit Purchasers and their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the SellerClosing Date, Seller shall afford to the extent related to the Sale)Purchaser and its officers, and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives full access to the extent related properties, books, records, contracts, documents, files (including Records and Loan Documents) and other information of or relating to the Sale; Branches, the Assets and the Liabilities upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided conducted in a manner that would does not reasonably be expected to waive such privilege unreasonably interfere with Seller’s normal business operations or result in such a violationits relations with its customers. Purchasers shall comply, and Seller shall cause its representatives personnel to complybe reasonably available during normal business hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with all safety, health and security rules applicable Purchaser’s investigation of matters relating to the premises being visitedBranches, the Assets and the Liabilities and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches. Seller shall allow Purchaser access to the Branches during normal business hours upon execution of the Agreement for the purposes of inspecting and installing signage, communication equipment and cabling, at Purchaser’s sole expense. In each casethe event that the transactions contemplated by this Agreement are not consummated for any reason, Purchasers Purchaser shall be responsible, at its sole expense, for the removal of any equipment or cabling installed pursuant to this Section 6.2(a) and their agents and representatives shall comply with for the confidentiality obligations contained hereinrepair of any damage done by such installation or removal.