Common use of Access; Information Clause in Contracts

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company Company, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decree. Consistent with binding agreement entered into prior to the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company it shall, and shall cause its Subsidiaries to, afford Buyer the other party and its officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective TimeDate, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company Bay or its Avalon, or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Bay nor Avalon nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information disclosure would violate or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date hereof. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees It will not use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information Receiving Party, as described defined therein). No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective TimeDate, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company Xxxxxxxxxx, XXXX or its VFSC, or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Xxxxxxxxxx, XXXX nor VFSC nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees It and its Subsidiaries will not use any information obtained pursuant to this Section 7.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information Receiving Party, as described defined therein). No investigation by Buyer the parties of the business and affairs of the Company any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s a party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to During the exchange period from the date of informationthis Agreement continuing through the Closing or termination of this Agreement under Section 7.01, the Company shall, and Seller shall cause its the Bank and the Bank’s Subsidiaries to, to afford Buyer to Purchaser and its officers, directors, employees, counsel, accountants, advisors advisors, representatives and other authorized representatives agents (collectively, the “Buyer Representatives”), access, ) access upon reasonable prior notice and during normal business hours throughout the period prior hours, to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountantsproperties, counsel offices and other facilities, and to the Contracts, books and records and other documents and data relating exclusively to the business of the Bank and its Subsidiaries, that Purchaser through its Representatives, may from time to time reasonably request and Seller shall furnish Purchaser and its Representatives all relevant financial, operating and other data and information relating to the Bank and its Subsidiaries in Seller’s possession or other representatives, and, during such period, it control which Purchaser through its Representatives may from time to time reasonably request. Purchaser shall, and shall cause its Subsidiaries Representatives to, furnish promptly to Buyer conduct its inspections and investigations under this Section 4.04 in a manner that will not unreasonably interfere with the Buyer Representatives (i) a copy conduct of each material report, schedule the business of Parent and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries. Notwithstanding the foregoing, as the case may be, are Seller shall not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose any information where such access jeopardizes disclosure would result in the loss of any attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment or decreeLaw. Consistent with In addition to the foregoing, prior to the Company agrees Closing Seller and Purchaser agree to make appropriate substitute disclosure arrangements under cooperate and work in good faith and in accordance with applicable Law and use reasonable best efforts with respect to the circumstances matters set forth in which the restrictions Section 4.04 of the preceding sentence apply. (bSeller Disclosure Schedule, which shall include the taking of all actions to accomplish the actions set forth in Section 4.1(f) Buyer agrees to hold all information and documents obtained pursuant to this of Section 6.4 in confidence (as provided in4.04 of the Seller Disclosure Schedule, and subject with respect to matters relating to Parent’s and its Affiliates ability to service the provisions of, Retained Customers following the Confidentiality Agreement, as if Closing; it were being understood that the party receiving parties recognize that the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation ability to consummate the transactions contemplated by this Agreement by the date set forth on Section 2.02(a) of the Seller Disclosure Schedule is dependent upon (i) accomplishing the matters set forth in Section 4.04 of the Seller Disclosure Schedule within the timeframes set forth therein and (ii) Parent’s and its Affiliates’ completion of their arrangements to service the Retained Customers following the Closing. (b) Purchaser agrees to indemnify and hold harmless Seller, its Affiliates and their Representatives for any and all liabilities, losses, costs or expenses incurred by Seller, its Affiliates or their Representatives arising out of the access rights under this Section 4.04, including any and all claims by any of Purchaser’s Representatives for any injuries or property damage related thereto. (c) Purchaser acknowledges that the information provided to it by the Sellers in connection with this Agreement is subject to the Confidentiality Agreement. As of the Effective Time, the Confidentiality Agreement shall terminate. All confidential information relating to Parent or any of its Affiliates (other than the Bank and its Subsidiaries), and which is provided, conveyed or obtained either pursuant to Section 4.04(a) or in accordance with the Confidentiality Agreement and any other information that Parent, Seller or any Representatives thereof furnished or furnish to Purchaser or Purchaser’s Representatives, or that the Bank and its Subsidiaries have maintained after the Closing, including any technical, scientific, trade secret or other proprietary information of Parent or any of its Affiliates (other than the Bank and its Subsidiaries) with which Purchaser or Purchaser’s Representatives come into contact in the course of Purchaser’s investigation of the Bank, whether before or after the date of the Confidentiality Agreement, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by the Purchaser or Purchaser’s Representatives that contain, reflect or are based upon such information, shall be and continue to be kept confidential by the Bank, its Subsidiaries, Purchaser and Purchaser’s Affiliates and Representatives, except (1) pursuant to the order or demand of any Governmental Authority, as required in any litigation or other proceeding, or as otherwise required by applicable Law or administrative process (in which case the disclosing party shall provide the non-disclosing party prompt notice thereof and cooperate with the non-disclosing party so that the non-disclosing party may seek a protective order or other appropriate remedy); (2) for information that is or becomes generally available to the public other than as a result of a breach of this Section 4.04(c) or the Confidentiality Agreement; and (3) to the extent that such information is or has become known to the Person receiving such information on a non-confidential basis from a source who is not breaching any contractual, legal or fiduciary obligation by making such disclosure), and Purchaser shall not use, and shall cause its Affiliates not to use, the information described in this Section 4.04(c) (other than such information relating to the Bank and its Subsidiaries) in connection with the conduct of its or its Affiliates’ businesses or for any other purpose except as required for financial or tax reporting or by applicable Law, or as necessary to enforce Purchaser’s and the Bank’s and its Subsidiaries’ (following the Closing) rights and remedies under this Agreement or the other Transaction Documents.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Hydrocarbon or its Energy Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), ) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Hydrocarbon nor Energy Partners nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Energy Partners will not use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “"Buyer Representatives”"), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Buyer Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s 's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon Company and Buyer agree that upon reasonable notice and subject to applicable laws Laws (including the COVID Measures) relating to the exchange of information, each shall afford the Company shall, and shall cause its Subsidiaries to, afford Buyer other party and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, such access during normal business hours throughout the period prior to the Effective Time, Time to all of its properties, books, contracts, commitments and records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to its officers, employees, accountants, counsel or such other representatives, information relating to it as the other party may reasonably request and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer the other party all information concerning its business, properties, and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, personnel as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative party may reasonably request. Neither Notwithstanding the foregoing, neither Company nor any of its Subsidiaries Buyer shall be required to provide access to or to disclose information information, where access or disclosure could reasonably be expected to (i) violate the rights of such access jeopardizes entity’s customers, (ii) jeopardize the attorney-client privilege of the institution entity in possession or control of such information information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or contravenes Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any lawfiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment judgment, decree, or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding previous sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company a party or its representatives shall affect or be deemed to modify or waive any representation, warranty, covenant covenant, or agreement of the other party set forth in this Agreement, or the conditions to Buyer’s obligation the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon Company and Buyer agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, each shall afford the Company shall, and shall cause its Subsidiaries to, afford Buyer other party and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, such access during normal business hours throughout the period prior to the Effective Time, Time to all of its properties, books, contracts, commitments and records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to its officers, employees, accountants, counsel or such other representatives, information relating to it as the other party may reasonably request for the purposes of verifying the representations and warranties of the other party and preparing for and consummating the transactions contemplated herein and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer the other party all information concerning its business, properties, and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, personnel as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative party may reasonably request. Neither Notwithstanding the foregoing, neither Company nor any of its Subsidiaries Buyer shall be required to provide access to or to disclose information information, where access or disclosure could reasonably be expected to (i) violate the rights of such access jeopardizes entity’s customers, (ii) jeopardize the attorney-client privilege of the institution entity in possession or control of such information information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or contravenes Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any lawfiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment judgment, decree, or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding previous sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company a party or its representatives shall affect or be deemed to modify or waive any representation, warranty, covenant covenant, or agreement of the other party set forth in this Agreement, or the conditions to Buyer’s obligation the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement. Company shall use its reasonable best efforts, subject to applicable Law and the fiduciary duties of the board of directors of Company, to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to During the exchange period from the date hereof continuing until the Closing or termination of informationthis Agreement under ARTICLE VII, each of the Company Sellers shall, and shall cause its Subsidiaries the Acquired Companies to, afford Buyer to Purchaser and its officers, directors, management-level employees, counsel, accountants, advisors advisors, representatives and other authorized representatives agents (collectively, the “Buyer Representatives”), ) reasonable access, upon prior notice and during normal business hours throughout the period prior hours, to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountantsproperties, counsel or offices and other representatives, and, during such period, it shallfacilities, and shall cause its Subsidiaries toto the contracts, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule Business Records and other document filed with any Governmental Authority (documents and data relating to the Business that Purchaser, through its Representatives, may from time to time reasonably request and shall furnish Purchaser and such Representatives all relevant financial, operating and other than reports data and information relating to the Acquired Companies in the possession or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel control of the Company and Acquired Companies which Purchaser, through its Subsidiaries as Buyer or any Buyer Representative Representatives, may from time to time reasonably request, in each case, in a manner so as to not interfere with the normal business operations of the Acquired Companies. Neither Notwithstanding the Company nor any of its Subsidiaries foregoing, the Acquired Companies shall not be required to provide access to or to disclose any information where such access jeopardizes the disclosure would jeopardize any attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence applyApplicable Law. (b) Buyer agrees Purchaser acknowledges that, during the period from the date hereof continuing until the Closing or termination of this Agreement under ARTICLE VII, the information provided to hold all information and documents obtained pursuant to it by the Sellers or the Acquired Companies in connection with this Section 6.4 in confidence (as provided in, and Agreement shall be subject to the provisions of, terms and conditions of the Confidentiality Agreement applicable to “Confidential Information” (as defined in the Confidentiality Agreement, ) as if it were the party receiving Confidentiality Agreement did not terminate upon the confidential execution of this Agreement and continued in effect through the earlier of the Closing or the termination of this Agreement under ARTICLE VII, and such terms and conditions of the Confidentiality Agreement are incorporated herein. (c) During the seven year period following the Closing Date, to the extent necessary in light of any information as described therein). No investigation in the possession of a Seller (and not in the possession of the Company) that relates to the Acquired Companies or such Seller’s ownership interest in the Company, each Seller will afford promptly to Purchaser and its Representatives reasonable access to its books and records, information, employees and auditors to the extent reasonably necessary or useful for Purchaser in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Acquired Companies; provided that any such access by Buyer Purchaser shall not unreasonably interfere with the conduct of the business and affairs of such Seller. Purchaser shall bear all of the Company shall affect or be deemed to modify or waive any representationout-of-pocket costs and expenses (including attorneys’ fees, warrantybut excluding reimbursement for general overhead, covenant or agreement salaries and employee benefits) reasonably incurred in this Agreement, or connection with the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreementforegoing.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer "Representatives”"), access, during normal business hours throughout the period prior to the Effective TimeDate, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer its Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that Buyer or the Company Company, or its their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither Buyer nor the Company nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer Each party agrees that it and its Subsidiaries will not use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described defined therein). No investigation by Buyer the parties of the business and affairs of the Company any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s a party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Inergy or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Inergy nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Inergy and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), (ii) any environmental reports, studies, sampling data, correspondence and filings relating to the Company, any of its Subsidiaries, any Company Property or any Loan Property, become available to the Company after the date of this Agreement, and (iiiii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree, or relates to deliberations or other matters concerning the Company’s compliance with this Agreement. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause Buyer Representatives to meet with a Company Representative and discuss matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the institution of material litigation involving Buyer or Buyer Bank, which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information, contravenes any law, rule, regulation, order, judgment or decree or involve the disclosure of confidential supervisory information. (c) The Company and Buyer agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2(a)), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party or information shared pursuant to this Section 6.4 shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyera party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause one or more of the Buyer Representatives to meet with a Company Representative (as defined in Section 7.3(b)) and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) Buyer and the Company agree to hold all information and documents obtained pursuant to this Section 6.4 7.2 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 11.2), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement. No investigation by the Company or Shareholder of the business and affairs of Buyer shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the Company’s and Shareholder’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Inergy or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Inergy nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of the Original Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Inergy and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries Subsidiary to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries Subsidiary to, furnish promptly to Buyer and the Buyer its Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its SubsidiariesSubsidiary, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries Subsidiary as Buyer or any Representative of Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries Subsidiary shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause one or more of its Representatives to meet with a Representative of the Company and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and its Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to the Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) Buyer and the Company agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company Company, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decree. Consistent with binding agreement entered into prior to the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2(a)), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Partners nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Partners and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any the Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client attorney‑client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree, or relates to deliberations or other matters concerning the Company’s compliance with this Agreement. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause the Buyer Representatives to meet with a Company Representative and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) During the period prior to the Effective Time, subject to applicable laws relating to the exchange of information, the Company shall cause the Company Bank to provide the Buyer Representatives with (i) reasonable advance notice of a meeting of the Company Bank’s loan committee; (ii) the records of all approved Loans, whether approved by the Company Bank’s loan committee or not, on a weekly basis; and (iii) all reports and presentations prepared for the Company Bank’s management related to the Company Bank’s portfolio of Loans. Buyer Representatives shall have the right to attend any and all meetings of the Company Bank’s loan committee. (d) The Company and Buyer agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyera party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause one or more of its officers, employees, counsel, accountants, advisors or other authorized representatives (collectively, the “Buyer Representatives”) to meet with a Company Representative and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to the Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) Buyer and the Company agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries Subsidiaries, if any, to, afford Buyer the other party and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries Subsidiaries, if any, to, furnish promptly to Buyer the other party and the Buyer its Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company such party, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company such party and its Subsidiaries as Buyer the other party or any Buyer Representative its Representatives may reasonably request. Neither the Company party nor any of its party’s Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution party in possession or control of such information or contravenes any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decree. Consistent with binding agreement entered into prior to the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Buyer Each party agrees to hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Company Confidentiality Agreement and the Investor Confidentiality Agreement, as the case may be), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyersuch party’s obligation to consummate the transactions contemplated by this Agreement. (c) Prior to the Effective Time, Investor will provide the Company with prompt notice of any proposed material change to the Business Plan and, prior to the Effective Time, Investor shall not effect any such proposed material change to the Business Plan without the Company’s prior written consent, such written consent not to be unreasonably withheld, delayed or conditioned.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 6.04 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon Each of the Company and the Buyer agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company it shall, and shall cause each of its Subsidiaries to, afford Buyer the other party and its the other party's officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectivelyrepresentatives, the “Buyer Representatives”), access, such access during normal business hours throughout the period prior to the Effective Time, Time to all of its properties, the books, contracts, commitments and records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to its officers, employees, accountants, counsel or such other representativesinformation as any party may reasonably request, and, during such period, it shall, and shall cause each of its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives such other party (i) a copy of each material report, schedule schedule, registration statement, application and other document filed with by it pursuant to the requirements of United States federal or state securities or banking laws or received by it from any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law)Regulatory Agency, and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company party nor any of its respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the attorney-rights of such party's or its respective Subsidiaries' customers, jeopardize the attorney- client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Each of the Company and the Buyer agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to hold this Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.4 in confidence 6.5 (as provided in, and subject well as any other information obtained prior to the provisions ofdate hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the Confidentiality Agreement, as if it were prior written approval of the party receiving to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the confidential event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as described therein). to another party hereto to be returned to the party which furnished the same. (c) No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company it shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective TimeClosing Date, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities or banking laws (other than reports or documents that the Company BB or its MCB, or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. The parties will each provide adequate notice to and permit one representative of the other party to attend all regular and special board meetings from the date hereof through the Effective Date; provided, however, either board of directors may exclude the representative of the other party from any discussion of the transactions contemplated by this Agreement or from any discussion involving matters of attorney-client privilege. Neither the Company BB nor MCB nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the attorney-rights of its customers, jeopardize the attorney- client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees It will not use any information obtained pursuant to this Section 7.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information Receiving Party (as described defined therein)). No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any the Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree, or relates to deliberations or other matters concerning the Company’s compliance with this Agreement. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause the Buyer Representatives to meet with a Company Representative and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) During the period prior to the Effective Time, subject to applicable laws relating to the exchange of information, the Company shall cause the Company Bank to provide the Buyer Representatives with (i) reasonable advance notice of a meeting of the Company Bank’s loan committee; (ii) the records of all approved Loans, whether approved by the Company Bank’s loan committee or not, on a weekly basis; and (iii) all reports and presentations prepared for the Company Bank’s management related to the Company Bank’s portfolio of Loans. Buyer Representatives shall have the right to attend any and all meetings of the Company Bank’s loan committee. (d) The Company and Buyer agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyera party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Partners nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Partners and Holdings, respectively, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.6 or Section 6.7 in confidence (except as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described thereinpermitted by Section 6.7(b)). No investigation by Buyer either such party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither such party’s obligation to consummate the transactions contemplated by this Agreement.