Common use of Access and Information Clause in Contracts

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to before the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or jeopardize any privilege relating to, the matters being discussed, discussed or (iiiii) matters involving an Acquisition Proposalconfidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements under arrangements, consistent with law, in the case of circumstances in which where the restrictions of in clause (i), clause (ii) or the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, party shall (and shall cause its respective such party’s Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, without limitation tax returns and work papers of independent auditors and materials prepared in connection with meetings of the parties’ Board of Directors), contracts, properties, personnel, information technology services personnel and to such other information relating to the other such party and its Subsidiaries as the other party may be reasonably requestedrequest, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counselcounsel to the party granting access to such information, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that the foregoing exception shall not apply to any transaction proposed to be conducted by Purchaser pursuant to Section 4.2(i) hereof; provided, further, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this AgreementAgreement by the party granting access to such information. Neither party nor any of its their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. During the Pre-Closing Period, subject to any applicable Laws, the Company shall use commercially reasonable efforts to (a) Upon afford Parent and its Representatives reasonable notice access, during regular business hours and subject to applicable laws relating upon reasonable advance notice, to the exchange Company Employees and the properties and Records of informationthe Company, each (b) furnish, or cause to be furnished, to Parent any reasonably requested financial and operating data and other information that is available with respect to the Company, (c) promptly furnish, or cause to be furnished, to Parent any customer complaints or written notices of Purchaser Actions involving either the Company or its Subsidiaries and (d) instruct the Company Employees and the Company, for purposes of verifying the representations and warranties ’s Representatives to cooperate with Parent in its investigation of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition ProposalCompany; provided, however, the Company may restrict the foregoing access to the extent that no investigation pursuant to this Section 5.3 shall affect (i) applicable Law requires the Company or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to restrict or to disclose information where prohibit such access, (ii) providing such access would breach a confidentiality obligation to a third party that the third party has refused to waive or disclosure modify or (iii) providing such access would violate reasonably be expected to result in the loss or prejudice the rights waiver of its customers, jeopardize the attorney-client or other applicable privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementprotection. The parties will Parties hereto shall use commercially reasonable efforts to make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the immediately preceding sentence proviso apply. No investigation pursuant to this Section 7.04 shall alter any representation or warranty given hereunder by the Company or any Key Stockholder. All requests for information made pursuant to this Section 7.04 shall be directed to an executive officer of the Company or such Person or Persons as may be designated by the Company. All information received pursuant to this Section 7.04 shall be governed by the terms of the Confidentiality Agreement. All investigations pursuant to this Section 7.04 shall be conducted in a manner that does not interfere unreasonably with the normal operations of the Company and its Subsidiaries.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to before the Effective Time to the books, records, contracts, properties, personnel, information technology services of and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees access would or might adversely affect the confidential nature of, or jeopardize any privilege relating to, to the matters being discussed, discussed or (iiiii) matters involving an Acquisition Proposalconfidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws, rules or regulations; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements under arrangements, consistent with law, in the case of circumstances in which where the restrictions of in clause (i) or the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, Company shall (and shall cause its respective the Company’s Subsidiaries to) afford to the other party Parent and its representatives (including, without limitation, officers and employees of the other party Parent and its Affiliates affiliates and counsel, accountants and other professionals retained by the other partyParent) such reasonable access during normal business hours in a manner not to interfere with the prudent operation and supervision of employees of the Company and its Subsidiary throughout the period prior to the Effective Time to the books, recordsrecords (including, without limitation, tax returns and work papers of independent auditors and materials proposed in connection with meetings of the Company’s board of directors), contracts, properties, personnel, information technology services personnel and to such other information relating to the other party Company and its the Company’s Subsidiaries as Parent may be reasonably requestedrequest, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counselcounsel to the Company, the presence of such designees would or might rightly adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, discussed or (iii) matters matter involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnelPersonnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, party shall (and shall cause its respective such party’s Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, without limitation tax returns and work papers of independent auditors and materials prepared in connection with meetings of the parties’ Board of Directors), contracts, properties, personnel, information technology services personnel and to such other information relating to the other such party and its Subsidiaries as the other party may be reasonably requestedrequest, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counselcounsel to the party granting access to such information, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that the foregoing exception shall not apply to any transaction proposed to be conducted by Victory Bancorp pursuant to Section 4.1(i) or by HV Bancorp or HV Bank pursuant to Section 4.2(h) hereof; provided, further, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this AgreementAgreement by the party granting access to such information. Neither party nor any of its their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and Purchaser Bank, on the Companyone hand, and CMYF, on the other hand, for purposes of verifying the representations and warranties of the other and preparing for the Merger Merger, the integration of the parties and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition ProposalProposal or (iv) confidential supervisory information; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither No party nor or 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such 49 information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and Purchaser Bank, on the Companyone hand, and IIBK, on the other hand, for purposes of verifying the representations and warranties of the other and preparing for integration of the Merger parties and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition ProposalProposal or (iv) confidential supervisory information; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, Company shall (and shall cause of its respective Subsidiaries to) afford to the other party Purchaser and its representatives (including, without limitation, officers and employees of the other party Purchaser and its Affiliates affiliates and counsel, accountants and other professionals retained by the other partyPurchaser) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, recordsrecords (including, without limitation tax returns and work papers of independent auditors and materials prepared in connection with meetings of the Company’s Board of Directors), contracts, properties, personnel, information technology services personnel and to such other information relating to the other party Company and its Subsidiaries as Purchaser may be reasonably requestedrequest, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counselcounsel to the Company, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this AgreementAgreement by the Company. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to before the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreementconstitute attorney-client privileged communications or information, (ii) relate to pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or jeopardize any privilege relating to, the matters being discussed, discussed or (iii) matters involving an Acquisition Proposalconstitute confidential supervisory information if, in the opinion of counsel, disclosure is prohibited by applicable laws; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to before the date of this Agreement. The parties will endeavor to make appropriate and reasonable substitute disclosure arrangements under arrangements, consistent with law, in the case of circumstances in which where the restrictions of the preceding sentence applyin clauses (ii) or (iii) above.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition ProposalProposal or (iv) confidential supervisory information; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, Company shall (and shall cause its respective the Company’s Subsidiaries to) afford to the other party Parent and its representatives (including, without limitation, officers and employees of the other party Parent and its Affiliates affiliates and counsel, financial advisor, accountants and other professionals retained by the other partyParent) such reasonable access during normal business hours in a manner not to interfere with the prudent operation and supervision of employees of the Company and its Subsidiary throughout the period prior to the Effective Time to the books, recordsrecords (including, without limitation, tax returns and work papers of independent auditors and materials proposed in connection with meetings of the Company’s board of directors), contracts, properties, personnel, information technology services personnel and to such other information relating to the other party Company and its the Company’s Subsidiaries as Parent may be reasonably requestedrequest, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counselcounsel to the Company, the presence of such designees would or might rightly adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition ProposalProposal or (iv) matters involving the discussion or disclosure of confidential supervisory information; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Information. The Company shall (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, shall (and shall cause its respective Subsidiaries to) afford to the other party Parent and its representatives (including, without limitation, officers and employees of the other party and its Affiliates and counsel, accountants and other professionals retained by the other party) such reasonable access during normal business hours throughout the period prior from the date of this Agreement to the Effective Time to the Company’s and each of the Company Subsidiary’s books, records, contractssystems, propertiesContracts, personnelfacilities and employees, (b) furnish to Parent and its representatives all financial, business, operational and other data and information technology services (and shall provide reasonable consultation with respect thereto) as promptly as reasonably practicable following a request by Parent (and to such other the extent that the data or information relating is of the type of data or information that has been provided to Parent in the ordinary course of business prior to the other party date of this Agreement substantially within the timeframe for which such data or information has been provided historically to Parent) and its Subsidiaries as may be reasonably requested(c) shall cooperate with Parent and promptly take all reasonable actions necessary to facilitate integration and transaction planning; provided that the foregoing shall not require the Company to permit any inspection, except where such materials relate or to disclose any information (i) matters involving this Agreementthat in the reasonable judgment of the Company (after consultation with its outside counsel) would result in the disclosure of any trade secrets of third Persons or violate any of the Company’s obligations with respect to confidentiality if the Company shall have used its reasonable best efforts to obtain the consent of such third Person to such inspection or disclosure, (ii) pending or threatened litigation or investigations if, in that the opinion Special Committee (after consultation with its outside counsel) reasonably determines would be inconsistent with the Special Committee’s fulfillment of counsel, its fiduciary duties to the presence holders of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, Shares under applicable Law or (iii) matters involving an Acquisition Proposal; providedany privileged information of the Company or any Company Subsidiary. No information, howeverknowledge, that no investigation obtained or made by Parent pursuant to this Section 5.3 6.05 shall affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor any of its Subsidiaries shall be required to provide access to affect the representations, warranties, covenants or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege agreements of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyCompany contained herein.

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Purchaser and the Company, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, Company shall (and shall cause its respective the Company’s Subsidiaries to) afford to the other party Parent and its representatives (including, without limitation, officers and employees of the other party Parent and its Affiliates affiliates and counsel, accountants and other professionals retained by the other partyParent) such reasonable access during normal business hours in a manner not to interfere with the prudent operation and supervision of employees of the Company and its Subsidiary throughout the period prior to the Effective Time to the books, recordsrecords (including, without limitation, tax returns and work papers of independent auditors and materials proposed in connection with meetings of the Company’s board of directors), contracts, properties, personnel, information technology services personnel and to such other information relating to the other party Company and its the Company’s Subsidiaries as Parent may be reasonably requestedrequest, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counselcounsel to the Company, the presence of such designees would or might rightly adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, discussed or (iii) matters matter involving an Acquisition Proposal; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement. Neither party 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 its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.. 42

Access and Information. (a) Upon reasonable notice and subject to applicable laws relating Subject to the exchange compliance with Applicable Laws and except in the event of informationany pending or threatened litigation between the Parties, each of Purchaser and prior to the CompanyClosing, for purposes of verifying the representations and warranties of the other and preparing for the Merger and other matters contemplated by this Agreement, Hatteras Sellers shall (and shall cause its respective Subsidiaries to) afford to the other party and its representatives (including, without limitation, officers and employees each of the other party Hatteras Group members and their respective accountants, counsel, consultants, employees and agents to) give Purchaser and its Affiliates and accountants, counsel, accountants consultants, employees and other professionals retained by the other party) such agents, reasonable access during normal business hours throughout hours, with reasonable prior notice and in a manner not unduly interfering with the period prior to the Effective Time to the booksBusiness, records, contracts, properties, personnel, information technology services and to such other information furnish them with all legally non-privileged Documents and Books and Records relating to the other party Assets, the Business as well as all Business Contracts, as Purchaser shall from time to time reasonably request. Each of the Hatteras Sellers agree to preserve and its Subsidiaries keep the Documents and Books and Records held by them relating to the Business for a period of six years (or such longer period as may be reasonably requested, except where such materials relate to (irequired under Applicable Law) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in from the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition ProposalClosing; provided, however, that no the Hatteras Sellers notify Purchaser if they intend to wind down their affairs prior to the end of such six year period and shall deliver such Documents and Books and Records to Purchaser at its request. In addition, subject to compliance with Applicable Laws, prior to Closing, the Hatteras Sellers shall permit Purchaser and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel during normal business hours, with reasonable prior notice and in a manner not unduly interfering with the Business, as may be necessary to Purchaser in its review of the properties, assets and business affairs of the Business and the above-mentioned Documents and Books and Records. No investigation or inspection pursuant to this Section 5.3 6.6 or otherwise shall in any way affect or be deemed to modify any representation or warranty made in this Agreement. Neither party nor diminish any of its Subsidiaries shall be required the representations, warranties, covenants or agreements (including indemnification obligations) made by any Party or the conditions to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege obligations of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior Parties to consummate the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applytransactions contemplated hereby.

Access and Information. (a) Upon The Company shall and shall cause its Subsidiaries to, upon reasonable notice and subject to applicable laws relating restrictions contained in confidentiality agreements to which they are subject that are listed in Section 5.4 to the exchange of informationDisclosure Schedule, each of give to Parent, Purchaser and their representatives and designees full access to all of their employees, and to all the Company, for purposes of verifying the representations premises and warranties books and records of the other Company and preparing for the Merger its Subsidiaries and other matters contemplated by this Agreementshall, shall (and shall cause its respective Subsidiaries, officers and independent auditors to furnish to Parent, Purchaser and their representatives and designees such financial and operating data and other information, including access to the working papers of its independent auditors, with respect to its business and properties and the business and properties of its Subsidiaries as Parent or Purchaser shall from time to time reasonably request. In addition, at the request of Parent, the Company shall, and shall cause its Subsidiaries to) afford , use all commercially reasonable efforts to the other party arrange for Parent and its representatives (including, without limitation, officers and employees designees to meet with clients and customers of the other party Company and its Affiliates Subsidiaries, provided that the Company shall be entitled to have a representative present at any such meeting. Notwithstanding the foregoing, the Company shall not be obligated to arrange any such meeting if the Company determines that such a meeting could reasonably be expected to (a) cause such customer or client to terminate its relationship with the Company or any Subsidiary or (b) otherwise result in a Material Adverse Effect, and counsel, accountants and other professionals retained the Company so notifies the Parent in writing setting forth in detail the reasons underlying its determination. Any investigation or access contemplated by this Section 5.4 shall be conducted in such manner as not to interfere unreasonably with the other party) such reasonable access during normal operation of the business hours throughout of the period prior to the Effective Time to the books, records, contracts, properties, personnel, information technology services and to such other information relating to the other party Company and its Subsidiaries as may be reasonably requested, except where such materials relate to (i) matters involving this Agreement, (ii) pending or threatened litigation or investigations if, in the opinion of counsel, the presence of such designees would or might adversely affect the confidential nature of, or any privilege relating to, the matters being discussed, or (iii) matters involving an Acquisition Proposal; provided, however, that no Subsidiaries. No investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation representations or warranty warranties made in this Agreement. Neither party nor any of its Subsidiaries shall be required Agreement or the conditions to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege obligations of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior parties to consummate the Merger. The Confidentiality Agreement between Parent and the Company shall apply to the date of information provided pursuant to this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySection 5.4.