Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, including Competition Law, upon reasonable notice from Buyer to Seller, Seller shall, and shall cause the Selling Subsidiaries to, afford Buyer’s officers and other authorized representatives reasonable access to the properties, Books and Records and Contracts of the Business during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the Closing Date and, during such period, Seller shall, and shall cause the Selling Subsidiaries to, make available promptly to Buyer all information to the extent attributable to the operations, properties and personnel of the Business as Buyer may reasonably request; provided that the foregoing shall not require Seller, any Selling Subsidiary or any of their respective Affiliates (i) to disclose information that would breach Contract obligations or (ii) to waive privileged communications, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information to the extent reasonably practicable, including pursuant to a common interest agreement. Prior to the Closing, Buyer and its Representatives shall not contact or communicate with the creditors, customers, regulators, insurers, suppliers or vendors of the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). All requests for information made pursuant to this Section shall be directed to the Person designated by Seller in a written notice given to Buyer, and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. Subject to 43- (a) To the extent permitted by applicable LawLaw and as may be reasonable in light of Contagion Event Measures, including Competition Law, upon reasonable notice from Buyer to Sellerthe date hereof until the earlier of the Closing Date and the termination of this Agreement, Seller shall, and shall cause the Selling Subsidiaries its Affiliates to, afford Buyerprovide to Purchaser and to Purchaser’s officers and other authorized representatives Representatives reasonable access upon reasonable prior notice and request, during the Company and the Bank’s normal business hours, to the officers, employees, properties, Books books, contracts and Records and Contracts of the Business during normal business hours (records relating exclusively to the extent not causing material disruption to the Business, or the business of SellerCompany, the Selling Subsidiaries or their respective Affiliates) throughout Bank and the period prior to the Closing Date and, during such period, Seller Company’s other Subsidiaries. Purchaser shall, and shall cause the Selling Subsidiaries its Representatives to, make available promptly to Buyer all information to conduct its inspections and investigations under this Section 5.1 in a manner that will not unreasonably interfere with the extent attributable to the operations, properties and personnel conduct of the Business as Buyer may reasonably requestbusiness of the Company, the Bank or the Company’s other Subsidiaries. Notwithstanding the foregoing, none of the Seller, the Company, the Bank or any other Company Subsidiary shall be required to disclose any information where disclosure could result in the loss of any legal privilege or contravene any Law or fiduciary obligations, including those related to confidential supervisory information; provided that the foregoing parties shall not require Seller, any Selling Subsidiary use commercially reasonable efforts to make other arrangements (including redacting information or any of their respective Affiliates (imaking substitute disclosure arrangements) to disclose information that would breach Contract obligations enable such access or (ii) to waive privileged communications, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such furnishing of information to the extent reasonably practicable, including pursuant Purchaser to a common interest agreement. Prior to the Closing, Buyer and its Representatives shall not contact occur without contravening such privilege or communicate with the creditors, customers, regulators, insurers, suppliers or vendors of the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)applicable Law. All requests for information made received pursuant to this Section shall be directed to the Person designated by Seller in a written notice given to Buyer, and all such information 5.1 shall be governed by the terms of Section 5.4 5.5. (b) Following the Closing, to the extent permitted by applicable Law, the Seller may retain copies of books and records of the Company and the Confidentiality Agreement.Company Subsidiaries that will be transferred in connection with the Transactions and, with respect to any books and records for which the Seller does not retain copies, the Purchaser agrees to provide (or cause its Affiliates to provide) the Seller with reasonable access to such books and records and other documents that the Purchaser acquires pursuant to this Agreement and, to the extent permitted by applicable Law and as may be reasonable in light of Contagion Event Measures, reasonable access upon reasonable prior notice and request, during normal business hours, to its assets, properties and employees, in each case, to the extent that such access is reasonably required by Seller or any of its Affiliates to (w) defend, prosecute, appeal or cooperate with any judicial, arbitral or regulatory proceeding, audit or investigation to which the Seller or any of its Affiliates member is a party and which relates to the Company, the Bank or any Company Subsidiary or otherwise to the business and affairs thereof prior to the Closing, (x) prepare financial statements or regulatory filings of the Seller in respect of periods ending on or prior to the Closing Date, or

Access and Reports. Subject to applicable Law, including Competition Law, upon reasonable advance notice from Buyer to Seller, Seller shall, and shall cause the Selling Subsidiaries to, afford Buyer’s officers and other authorized representatives Representatives (in each case provided that such Person will be bound by the Confidentiality Agreement and Buyer has agreed to be responsible to Seller for any breach thereof by such Person) reasonable access to the properties, Books books and Records and Contracts records of the Business Seller during normal business hours (at the offices of Seller or via teleconference or virtual data room, and shall instruct the Representatives of Seller to the extent not causing material disruption to cooperate with Buyer in its investigation of the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the Closing Date and, during such period, Seller shall, and shall cause for the Selling Subsidiaries to, make available promptly to Buyer all information to purpose of facilitating the extent attributable to the operations, properties and personnel consummation of the Business as Buyer may reasonably request; provided transactions contemplated hereby, provided, however, that the foregoing shall not require SellerSeller (a) to permit any inspection, or to disclose any Selling Subsidiary information, that in the reasonable judgment of Seller would result in the disclosure of any trade secrets or violate any of their respective Affiliates its obligations with respect to confidentiality, (ib) to disclose information that would breach Contract obligations or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure, (c) to permit any environmental sampling, testing or other intrusive investigations of any property, or (iid) to waive privileged communications, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information take any action that could cause material disruption to the extent reasonably practicablebusiness of Seller. In addition, including pursuant to a common interest agreement. Prior in no event shall Buyer have access, at any time prior to the Closing, to any information regarding pending or proposed bids for new Contracts or any related information where Buyer and its Representatives shall not contact or communicate with the creditors, customers, regulators, insurers, suppliers an Affiliate of Buyer also has submitted or vendors of the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)intends to submit a bid for such Contract. All requests for information made pursuant to this Section 6.1 shall be directed to the Person designated by Seller in a written notice given to BuyerBuyer (the “Seller Designee”), and all such information shall be governed by the terms of Section 5.4 6.4 and the amended and restated confidentiality agreement between Colonnade Securities LLC, on behalf of Seller, and Xxxxxx Point, LLC, dated May 30, 2024 (the “Confidentiality Agreement.”). In no event shall Buyer speak to any of the employees, customers, clients, distributors, vendors, lessors, lenders or other business relations of Seller without the prior written consent of the Seller Designee. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in the Agreement or Seller’s obligations under ARTICLE 8. Notwithstanding the foregoing, prior to the Closing Date, Xxxxxx agrees to cooperate with Xxxxx and provide Buyer and its Representatives such reasonable access to employees of

Access and Reports. Subject to applicable Law, including Competition Law, upon reasonable advanced notice from Buyer to Sellerthe Company, Seller shall, and the Company shall cause the Selling Subsidiaries to, afford Buyer’s officers and other authorized representatives Representatives reasonable access to the properties, Books books and Records and Contracts records of the Business Company during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the Closing Date and, during such period, Seller shall, and shall cause for the Selling Subsidiaries to, make available promptly to Buyer all information to purpose of facilitating the extent attributable to the operations, properties and personnel consummation of the Business as Buyer may reasonably request; provided transactions contemplated hereby, provided, however, that the foregoing shall not require Sellerthe Company: (a) to permit any inspection, or to disclose any Selling Subsidiary information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or violate any of their respective Affiliates the obligations of the Company with respect to confidentiality, (ib) to disclose information or materials protected by attorney client, attorney work product or other legally recognized privileges or immunity from disclosure, (c) to permit any environmental sampling, testing or other intrusive investigations of any property, (d) to disclose information that would breach Contract obligations could cause competitive harm to the Company if the transactions contemplated hereby are not consummated or (iie) to waive privileged communications, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information take any action that could cause material disruption to the extent reasonably practicablebusiness of the Company. In addition, including pursuant to a common interest agreement. Prior in no event shall Buyer have access, at any time prior to the Closing, to any information regarding pending or proposed bids for new Contracts or any related information where Buyer and its Representatives shall not contact or communicate with the creditors, customers, regulators, insurers, suppliers an Affiliate of Buyer also has submitted or vendors of the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)intends to submit a bid for such Contract. All requests for information made pursuant to this Section 6.1 shall be directed to the Person designated by Seller the Company in a written notice given to BuyerBuyer (the “Company Designee”), and all such information shall be governed by the terms of Section 5.4 6.4 and the Confidentiality Agreement, dated October 16, 2015, as amended, between Xxxxxxxx Xxxxx Capital, Inc., on behalf of the Company, and DSW Inc. (the “Confidentiality Agreement”). Upon reasonable advance notice from Buyer to the Company Designee, the Company shall afford Buyer’s officers and other authorized representatives reasonable access to the employees, customers, clients, distributors, vendors, lessors, lenders or other business relations of the Company; provided, however that a Company representative designated by the Shareholder Representative shall have the right to be present at all times during such access.

Access and Reports. Subject to applicable Law, including Competition Law, upon reasonable advance notice from Buyer to Sellerthe Buyer, the Seller shall, shall (and shall cause the Selling its Subsidiaries to, ) afford the Buyer’s officers and other authorized representatives Representatives reasonable access to the propertiesaccess, Books and Records and Contracts of the Business during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the earlier of the Closing Date or the termination of this Agreement in accordance with Article IX, to its employees, properties, books, contracts and records and, during such period, the Seller shall, shall (and shall cause the Selling its Subsidiaries to, make available ) furnish as promptly to as reasonably practicable the Buyer and its authorized Representatives all information to the extent attributable to the operationsconcerning its business, properties and personnel as may reasonably be requested. Notwithstanding the foregoing, none of the Business as Buyer may reasonably request; provided that the foregoing or its Representatives shall not require Sellerhave access to any books, any Selling Subsidiary records, documents or any of their respective Affiliates other information (i) to disclose the extent that such books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party (provided that would breach Contract obligations or at the request of the Buyer, the Seller shall use its commercially reasonably efforts to obtain waivers from such third parties), (ii) to waive privileged communicationsthe extent that the disclosure of such books, but records, documents or other information would result in each casethe loss of attorney-client privilege, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information (iii) to the extent reasonably practicablethe disclosure of such books, including pursuant to a common interest agreement. Prior records, documents or other information is prohibited by applicable Law, or (iv) to the Closingextent disclosure of such books, Buyer and its Representatives shall not contact records, documents or communicate with other information, as reasonably determined by the creditorsSeller’s counsel, customers, regulators, insurers, suppliers or vendors of would be reasonably likely to result in antitrust difficulties for the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedany of its Affiliates). All requests for information provided or made available pursuant to this Section 6.03 is subject to the confidentiality agreement dated December 10, 2015, among the Buyer and the Seller (the “Confidentiality Agreement”). The Buyer shall be directed to the Person designated by Seller in a written notice given to Buyer, and all responsible for any unauthorized disclosure of any such information shall be governed provided or made available pursuant to this Section 6.03 by the terms of Section 5.4 and the Confidentiality Agreementits Representatives.

Access and Reports. Subject to applicable Law, including Competition Lawantitrust law, upon reasonable notice from Buyer to Seller, Seller shall, and shall cause the Selling Subsidiaries to, afford Buyer’s officers and other authorized representatives Representatives reasonable access to the properties, Books and Records and Contracts of the Business Seller during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the Closing Date and, during such period, Seller shall, and shall cause the Selling Subsidiaries to, make available promptly to Buyer all information to the extent attributable to concerning the operations, properties and personnel of the Business as Buyer may reasonably request; provided that the foregoing shall not require Seller, any Selling Subsidiary Seller or any of their respective its Affiliates (i) to permit any inspection, or to disclose any information that that, in the reasonable judgment of Seller or its applicable Affiliate, would breach Contract violate, notwithstanding Buyer’s entry into the Confidentiality Agreement, any of Seller’s or its Affiliates’ obligations or with respect to confidentiality contained in agreements with third parties, (ii) to waive disclose any privileged communicationsinformation of Seller or any of its Affiliates, but in each case(iii) to permit any environmental sampling, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information testing or other intrusive investigations of the Occupied Real Property or (iv) to take any action that would cause material disruption to the extent reasonably practicableBusiness or the business of Seller or its Affiliates. Following the execution of this Agreement, including pursuant Seller shall use its Reasonable Best Efforts to a common interest agreementprovide Buyer the data set forth on Schedule 5.1 within the time period set forth thereon. Prior to the Closing, Buyer and its Representatives shall not contact or communicate with the creditors, customers, regulators, insurers, suppliers or vendors of the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Seller. All requests for information made pursuant to this Section shall be directed to the Person designated by Seller in a written notice given to Buyer, and all such information shall be governed by the terms of Section 5.4 and the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, including Competition Law, upon reasonable notice from Buyer to Seller, Seller shall, and shall cause the Selling Subsidiaries to, afford Buyer’s officers and other authorized representatives reasonable access to the properties, Books and Records and Contracts of the Business during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) date hereof throughout the period prior to the Closing Date andCompany Merger Effective Time, during such period, Seller shall, the Company Parties shall (and shall cause the Selling their Subsidiaries to) (i) upon reasonable prior written notice, make available afford Parent's officers and other authorized Representatives reasonable access, during normal business hours, to its employees, properties, books, contracts and records, (ii) furnish promptly to Buyer Parent all information to the extent attributable to the operationsconcerning its business, properties and personnel of the Business as Buyer may reasonably requestbe requested by Parent and (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company Parties and their Subsidiaries prepared and provided to management or the Company's Board of Directors; provided that the foregoing shall not require Seller, any Selling Subsidiary or any of their respective Affiliates (i) to disclose information that would breach Contract obligations or (ii) to waive privileged communications, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information to the extent reasonably practicable, including no investigation pursuant to a common interest agreement. Prior this Section 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Closing, Buyer and its Representatives shall not contact or communicate with the creditors, customers, regulators, insurers, suppliers or vendors of the Business in connection with the transactions contemplated by this Agreement, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Company herein. All requests for information made pursuant to this Section 6.6 shall be directed to the Person chief executive officer or other persons designated by Seller the chief executive officer of the Company. Neither the Company Parties nor any of their Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to jeopardize any work product or attorney-client privilege or contravene any Law or breach any Contract to which the Company Parties or their Subsidiaries is a written notice given party or by which they are bound; and in any such event, the parties hereto will seek to Buyer, and all make appropriate substitute disclosure arrangements. All such information shall be governed by the terms of Section 5.4 and the Confidentiality AgreementAgreements.

Access and Reports. (a) Subject to applicable Law, including Competition Law, upon reasonable notice from Buyer to Sellerthe Company, Seller shall, and the Company shall cause the Selling Subsidiaries to, afford Buyer’s officers and other authorized representatives reasonable access to the properties, Books and Records and Contracts of the Business Company and its Subsidiaries during normal business hours (to the extent not causing material disruption to the Business, or the business of Seller, the Selling Subsidiaries or their respective Affiliates) throughout the period prior to the Closing Date and, during such period, Seller shall, and the Company shall cause the Selling Subsidiaries to, make available promptly to Buyer all information to the extent attributable to concerning the operations, properties and personnel of the Business Company and its Subsidiaries as Buyer may reasonably request; , provided that the foregoing shall not require Seller, any Selling Subsidiary the Company or any of their respective its Affiliates (i) to disclose any privileged information that would breach Contract obligations of the Company or any of its Affiliates, (ii) to waive privileged communicationspermit any environmental sampling, but in each case, Seller, Selling Subsidiaries and their respective Affiliates shall provide such information testing or other intrusive investigations of the Leased Real Property or (iii) to take any action that would cause material disruption to the extent business of the Company or its Affiliates. The Company will use commercially reasonable efforts to disclose as much information as reasonably practicablerequested by the Buyer and the Buyer’s officers and other authorized representatives as possible, including pursuant to a common interest agreementwithout compromising any privilege. (b) Any such investigation by Buyer or Merger Sub shall not unreasonably interfere with any of the businesses or operations of the Company or its Subsidiaries. Prior Neither Buyer nor Merger Sub shall, prior to the ClosingClosing Date, Buyer and have any contact whatsoever with respect to the Company or any of its Representatives shall not contact Subsidiaries or communicate with the creditors, customers, regulators, insurers, suppliers or vendors of the Business in connection with respect to the transactions contemplated by this AgreementAgreement with any agent, broker, partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company or any of its Subsidiaries, except in consultation with the Company and then only with the express prior written consent approval of Seller (the Company, which consent approval shall not be unreasonably withheld, conditioned or delayed). All requests for information made pursuant to this Section 6.1 shall be directed to the Person designated by Seller the Company in a written notice given to Buyer, and all such information shall be governed by the terms of Section 5.4 6.5 and the Confidentiality Agreement.