Common use of ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS Clause in Contracts

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, the Seller shall cause the Company to give the Purchaser, its legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable times, throughout the period prior to the Closing, to all of the Company's properties, books, contracts, commitments, personnel, agents and records, permit the Purchaser and such representatives to make such inspections (including, without limitation, with regard to currently owned properties and certain properties leased by the Company (collectively, the "Real Property"), physical inspection of the surface and subsurface thereof) as they may reasonably require and furnish to the Purchaser and such representatives during such period all such information concerning the Company and its affairs as they may reasonably request. The Purchaser agrees to conduct any such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operations. (b) All information disclosed by the Company or the Seller to the Purchaser shall be subject to the terms of the letter agreement, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality Agreement"). (c) The Purchaser agrees to cooperate with and to make available to the Seller such documents, books, records or information relating to the Company's operation prior to the Closing Date as the Seller may reasonably require after the Closing in order to file tax returns, respond to claims asserted by third parties or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all books, records, files and data referred to above for a period of six (6) years after the Closing Date. The Purchaser agrees not to permit the Company to destroy any files or records which are subject to this paragraph (c) for six (6) years after the Closing Date, and thereafter, without giving at least thirty (30) days' notice to the Seller. Upon receipt of such notice, the Seller may (A) cause to be delivered to it the files or records intended to be destroyed, at the Seller's expense, or (B) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control of the Seller).

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, each Target Corporation shall, to the Seller shall cause the Company to extent permitted by law, give the PurchaserBuyer, its legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable times, throughout the period prior to the Closing, to all of the Company's such Target Corporations' properties, books, contracts, commitments, personnel, agents contracts and records, permit the Purchaser Buyer and such representatives to make such inspections (including, without limitation, with regard to currently owned properties and certain properties leased by the Company (collectively, the "Real Property"), physical inspection of the surface and subsurface thereof) as they may reasonably require and furnish to the Purchaser Buyer and such representatives during such period all such information concerning the Company such Target Corporation and its affairs as they may reasonably request. The Purchaser agrees to conduct any such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operations. (b) All information disclosed Notwithstanding any other provisions of this Agreement, neither Buyer nor any of its respective agents or representatives shall perform any investigation or study of the real property of any Target Corporation which may involve the intrusive or destructive sampling or analysis or chemical testing of any portion of such property or its improvements, including without limitation, of any soil, water or groundwater on, under or about such real property ("Phase II Investigation"), without first (a) submitting to Target Corporations a detailed description of (i) the work to be performed as part of the Phase II Investigation, (ii) the persons to undertake such Phase II Investigation, and (iii) the types and amount of insurance coverage maintained by such persons, and (b) obtaining the Company or the Seller prior written consent of applicable Target Corporation as to the Purchaser such matters, which shall not be unreasonably withheld. Such Target Corporation may grant such consent subject to the terms of the letter agreementsuch terms, dated conditions or restrictions as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality Agreement")such Target Corporation may reasonably require. (c) The Purchaser All information disclosed by Target Corporations to Buyer shall be held strictly confidential by Buyer and its representatives and used solely for purposes of evaluating the transactions contemplated hereby. In the event this Agreement is terminated pursuant to the provisions of Article VII, upon the written request of Target Corporations, Buyer agrees to cooperate return to Target Corporations all copies of such confidential information, together with and to make all extracts or other reproductions thereof in the possession of Buyer or its representatives. It is understood that confidential information shall not include the following: (i) Information that becomes generally available to the Seller public other than as a result of a disclosure by Buyer, its representatives or its agents; (ii) Information that was in the possession of Buyer or its representatives prior to disclosure by any Target Corporation, or its representatives or its agents; (iii) Information Buyer is required to disclose pursuant to law or order of any court of competent jurisdiction, provided in the event of any such documentsproposed disclosure, books, records or information relating Buyer shall give Target Corporations prior written notice and opportunity to object to any such disclosure to the Company's operation prior extent permitted by law; (iv) Information relevant to any legal proceeding between Buyer and any Target Corporation or Selling Shareholder; or (v) Information that becomes available to Buyer or its representatives on a non-confidential basis from a source other than a Target Corporation, its representatives or its agents. (d) In the event this Agreement is terminated pursuant to the Closing Date as the Seller may reasonably require after the Closing in order to file tax returnsprovisions of Article VII, respond to claims asserted by third parties Buyer agrees that it will not hire any officers, directors, branch managers or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all books, records, files and data referred to above salespersons of Target Corporations for a period of six (6) two years after the Closing Date. The Purchaser agrees date of this Agreement. (e) Notwithstanding any other provision of this Agreement, Buyer shall not to permit the Company to destroy commence any files or records which are subject to this paragraph due diligence investigation of Target Corporations (c) for six (6) years after the Closing Date, and thereafter, without giving at least thirty (30) days' notice except to the Seller. Upon receipt extent permitted by Target Corporations) until Buyer shall have obtained consent of such notice, the Seller may (A) cause its principal lenders as set forth in Section 7.3 or has otherwise waived its right to be delivered to it the files or records intended to be destroyed, at the Seller's expense, or (B) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location terminate this Agreement under control of the Seller)Section 7.3.

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, the Seller shall cause the Company Company, to the extent not prohibited by law or contract, to give the to Purchaser, its legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable times, throughout the period prior to the Closing, to all of the Company's ’s properties, books, contracts, commitments, personnel, agents commitments and records, permit the Purchaser and such representatives to make such inspections (including, without limitation, with regard to currently owned properties and certain properties leased by the Company or any Subsidiary of the Company (collectively, the "“Real Property"”), physical inspection of the surface and subsurface thereof) as they may reasonably require and furnish to the Purchaser and such representatives during such period all such information concerning the Company and its their affairs as they Purchaser may reasonably request. The Purchaser agrees to conduct any such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operations. (b) Notwithstanding any other provision of this Agreement to the contrary, neither Purchaser nor any of its respective agents or representatives shall perform any investigation or study of the Real Property which may involve the intrusive or destructive sampling or analysis or chemical testing of any portion of such property or its improvements, including without limitation, of any soil, water or groundwater on, under or about such Real Property (“Phase II Investigation”), without first (a) submitting to the Company and Seller a detailed description of (i) the work to be performed as part of the Phase II Investigation, (ii) the persons to undertake such Phase II Investigation, and (iii) the types and amounts of insurance coverage maintained by such persons, and (b) obtaining the prior written consent of Seller as to such matters, which shall not be unreasonably withheld. Seller may grant such consent subject to such terms, conditions or restrictions as Seller may reasonably require. In all events, Seller or its representatives shall have the right, but not the obligation, to observe any and all activities associated with performance of any agreed Phase II Investigation, and may obtain half of any samples which Purchaser or its representatives may collect during the Phase II Investigation. In the event Purchaser or its representatives conduct a Phase II Investigation, Purchaser shall cause, at its expense, (x) any investigation-derived waste generated or created in connection with performance of the Phase II Investigation (including without limitation, drill cuttings, purged or developed water, or sample remnants) to be removed from the property, (y) any xxxxx installed during the Phase II Investigation to be plugged and abandoned, and (z) the restoration of the property to substantially the same physical condition which existed before commencement of the Phase II Investigation, all within seven days after completion of the field activities related to the Phase II Investigation, and in compliance with applicable laws and regulations. Purchaser shall be responsible for executing on its own behalf any and all manifests, shipping documents, plugging and abandoning reports and similar documents in connection with its obligations under this subsection. Purchaser agrees to indemnify and hold the Company, Seller and each of its Affiliates harmless from and against any and all claims, liabilities, damages and causes of action arising out of Purchaser’s inspections of the Real Property, including, without limitation, any Phase II Investigation. All test results associated with any such physical or environmental inspection shall be held in strictest confidence by Purchaser and shall not be disclosed to any third party. (c) All information disclosed by the Company or the Seller to the Purchaser shall be subject held strictly confidential by Purchaser and its representatives, shall be used solely for purposes of evaluating the transactions contemplated hereby, and shall not be disclosed to any third party. In the event this Agreement is terminated pursuant to the provisions of Article VII, upon the written request of Seller, Purchaser agrees to return to the Company all copies of such confidential information, together with all extracts or other reproductions thereof in the possession of Purchaser or its representatives. The provisions of this Section 5.2(c) are in addition to and specifically do not supersede the terms of that certain Confidentiality Agreement dated October 22, 2003, executed by and between Purchaser and Tecon Water Company, L.P., which shall remain in full force and effect in accordance with its terms. It is understood that confidential information shall not include the letter agreement, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality Agreement").following: (ci) The Purchaser agrees to cooperate with and to make information that becomes generally available to the Seller such documentspublic other than as a result of a disclosure by Purchaser, books, records its representatives or its agents; (ii) information relating that was in the possession of Purchaser or its representatives prior to disclosure by the Company's operation prior , its representatives or its agents; or (iii) information that becomes available to the Closing Date as the Seller may reasonably require after the Closing in order to file tax returns, respond to claims asserted by third parties Purchaser or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause representatives on a non-confidential basis from a source other than the Company to preserve and protect all booksor Seller, records, files and data referred to above for a period of six (6) years after the Closing Date. The Purchaser agrees not to permit the Company to destroy any files their representatives or records which are subject to this paragraph (c) for six (6) years after the Closing Date, and thereafter, without giving at least thirty (30) days' notice to the Seller. Upon receipt of such notice, the Seller may (A) cause to be delivered to it the files or records intended to be destroyed, at the Seller's expense, or (B) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control of the Seller)their agents.

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, CBOT shall, to the Seller shall cause the Company to extent permitted by law, give the PurchaserFVNB, its legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable timesduring normal business hours, throughout the period prior to the Closing, to all of the CompanyCBOT's and its subsidiaries' properties, books, contracts, commitments, personnel, agents commitments and records, permit the Purchaser and such representatives FVNB to make such inspections at FVNB's expense (including, including without limitation, with regard to currently owned properties and certain properties leased by the Company (collectively, the "Real Property"), limitation physical inspection of the surface and subsurface thereofof any property thereof and any structure thereon) as they may reasonably require and furnish to the Purchaser and such representatives FVNB during such period all such information concerning the Company CBOT and its subsidiaries and their affairs as they FVNB may reasonably request. The Purchaser FVNB and its respective affiliates, subsidiaries, officers, employees, directors and agents shall not disclose, or make available, to any third party or use for any purpose other than the transactions contemplated hereby any confidential information provided, or made available, pursuant to the terms of this Agreement relating to the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of CBOT and its subsidiaries; PROVIDED, HOWEVER, that the restrictions of this sentence shall not apply (a) as may otherwise be required by law, or (b) to the extent such information is generally available to the public other than as a result of a disclosure by or through the receiving party. In the event this Agreement is terminated pursuant to the provisions of Article VIII, upon the written request of CBOT, FVNB agrees to conduct any destroy or return to CBOT all copies of such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operationsconfidential information. (b) All information disclosed by the Company or the Seller FVNB acknowledges to the Purchaser shall be subject to the terms of the letter agreementCBOT that CBOT has, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality Agreement"). (c) The Purchaser agrees to cooperate with and to make available to the Seller such documents, books, records or information relating to the Company's operation prior to the Closing Date as the Seller may reasonably require after the Closing date hereof, cooperated in order to file tax returns, respond to claims asserted by third parties or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all books, records, files and data referred to above for a period of six (6) years after the Closing Date. The Purchaser agrees not to permit the Company to destroy any files or records which are subject to this paragraph (c) for six (6) years after the Closing Date, and thereafter, without giving at least thirty (30) days' notice providing FVNB access to the Seller. Upon receipt books and records of such noticeCBOT and its subsidiaries and has been afforded by CBOT the opportunity to conduct due diligence; however, the Seller may (A) cause to be delivered to it foregoing acknowledgment does not negate, void or modify the files or records intended to be destroyedrepresentations, at the Seller's expensewarranties, or obligations of CBOT under this Agreement, including without limitation the obligation to continue to provide access as provided by subsection (Ba) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control of the Seller)above.

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, Target Corporation shall, to the Seller shall cause extent not prohibited by law or contract existing prior to the Company date hereof, give to give the PurchaserAcquiring Corporation and Newco, its their legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable times, throughout the period prior to the Closing, to all of the CompanyTarget Corporation's and each Subsidiary's properties, books, contracts, commitments, personnel, agents commitments and records, permit the Purchaser Acquiring Corporation, Newco and such representatives to make such inspections (including, without limitation, with regard to currently owned properties and certain properties leased by Target Corporation or any Subsidiary of Target Corporation *** Indicates portions of this exhibit that have been omitted and filed separately with the Company Securities and Exchange Commission pursuant to a request for confidential treatment. (collectively, the "Real Property"), physical inspection of the surface and subsurface thereof) thereof as they may reasonably require and furnish to the Purchaser Acquiring Corporation, Newco and such representatives during such period all such information concerning the Company Target Corporation, its Subsidiaries and its their respective affairs as they Acquiring Corporation and Newco may reasonably request. The Purchaser agrees to conduct any such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operations. (b) All information disclosed by the Company Target Corporation to Acquiring Corporation and Newco and their respective directors, officers, advisors, representatives or the Seller to the Purchaser shall be subject to the terms of the letter agreementagents (collectively, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality AgreementRepresentatives"). (c) The Purchaser agrees to cooperate with and to make available to , including without limitation, information reasonably requested concerning the Seller such documentsfacilities, books, records or information relating to the Company's operation prior to the Closing Date as the Seller may reasonably require after the Closing in order to file tax returns, respond to claims asserted by third parties or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all booksassets, records, files legal compliance, financial condition, and data results of operations of Target Corporation (referred to above herein as "Evaluation Material"), shall be held strictly confidential by Acquiring Corporation and Newco and their Representatives, shall be used solely for a period purposes of six (6) years after evaluating the Closing Datetransactions contemplated hereby, and shall not be disclosed to any third party, except where such disclosure may be required by applicable law, regulation or court order. The Purchaser agrees not to permit the Company to destroy any files term "Evaluation Material" shall also include all reports, analyses, notes or records which are subject to this paragraph (c) for six (6) years after the Closing Dateother information, and thereafter, without giving at least thirty (30) days' notice to the Seller. Upon receipt of such notice, the Seller may (A) cause to be delivered to it the files or records intended to be destroyed, at the Seller's expense, or (B) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control regardless of the Seller).form in which communicated or maintained, that are based on, contain or reflect any Evaluation Material; provided, however, that Evaluation Material shall not include the following:

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, University shall, to the Seller shall cause the Company to extent permitted by law, give the PurchaserIBC, its legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable timesduring normal business hours, throughout the period prior to the Closing, to all of University's and the CompanyBank's properties, books, contracts, commitments, personnel, agents commitments and records, permit the Purchaser and such representatives IBC to make such inspections (including, including without limitation, with regard to currently owned properties and certain properties leased by the Company (collectively, the "Real Property"), limitation physical inspection of the surface and subsurface thereofof any property thereof and any structure thereon) as they may reasonably require and furnish to the Purchaser and such representatives IBC during such period all such information concerning University and the Company Bank and its their affairs as they IBC may reasonably request. The Purchaser IBC and its respective affiliates, subsidiaries, officers, employees, directors and agents shall not disclose, or make available, to any third party or use for any purpose other than the transactions contemplated hereby any confidential information provided, or made available, pursuant to the terms of this Agreement relating to the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of University and the Bank; PROVIDED, however, that the restrictions of this sentence shall not apply (a) as may otherwise be required by law, or (b) to the extent such information is generally available to the public other than as a result of a disclosure by or through the receiving party. In the event this Agreement is terminated pursuant to the provisions of Article VIII, upon the written request of University, IBC agrees to conduct any destroy or return to University all copies of such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operationsconfidential information. (b) All information disclosed by the Company or the Seller IBC acknowledges to the Purchaser shall be subject to the terms of the letter agreementUniversity that University has, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality Agreement"). (c) The Purchaser agrees to cooperate with and to make available to the Seller such documents, books, records or information relating to the Company's operation prior to the Closing Date as the Seller may reasonably require after the Closing date hereof, cooperated in order to file tax returns, respond to claims asserted by third parties or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all books, records, files and data referred to above for a period of six (6) years after the Closing Date. The Purchaser agrees not to permit the Company to destroy any files or records which are subject to this paragraph (c) for six (6) years after the Closing Date, and thereafter, without giving at least thirty (30) days' notice providing IBC access to the Seller. Upon receipt books and records of such noticeUniversity and the Bank and has been afforded by University the opportunity to conduct due diligence; however, the Seller may (A) cause to be delivered to it foregoing acknowledgement does not negate, void or modify the files or records intended to be destroyedrepresentations, at the Seller's expensewarranties, or obligations of University and/or the Shareholders under this Agreement, including without limitation the obligation to continue to provide access as provided by subsection (Ba) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control of the Seller)above.

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, Target Corporation shall, to the Seller shall cause extent not prohibited by law or contract existing prior to the Company date hereof, give to give the PurchaserAcquiring Corporation and Newco, its their legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable times, throughout the period prior to the Closing, to all of the CompanyTarget Corporation's and each Subsidiary's properties, books, contracts, commitments, personnel, agents commitments and records, permit the Purchaser Acquiring Corporation, Newco and such representatives to make such inspections (including, without limitation, with regard to currently owned properties and certain properties leased by the Company Target Corporation or any Subsidiary of Target Corporation (collectively, the "Real Property"), physical inspection of the surface and subsurface thereof) thereof as they may reasonably require and furnish to the Purchaser Acquiring Corporation, Newco and such representatives during such period all such information concerning the Company Target Corporation, its Subsidiaries and its their respective affairs as they Acquiring Corporation and Newco may reasonably request. The Purchaser agrees to conduct any such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operations. (b) All information disclosed by the Company Target Corporation to Acquiring Corporation and Newco and their respective directors, officers, advisors, representatives or the Seller to the Purchaser shall be subject to the terms of the letter agreementagents (collectively, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality AgreementRepresentatives"). (c) The Purchaser agrees to cooperate with and to make available to , including without limitation, information reasonably requested concerning the Seller such documentsfacilities, books, records or information relating to the Company's operation prior to the Closing Date as the Seller may reasonably require after the Closing in order to file tax returns, respond to claims asserted by third parties or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all booksassets, records, files legal compliance, financial condition, and data results of operations of Target Corporation (referred to above herein as "Evaluation Material"), shall be held strictly confidential by Acquiring Corporation and Newco and their Representatives, shall be used solely for a period purposes of six (6) years after evaluating the Closing Datetransactions contemplated hereby, and shall not be disclosed to any third party, except where such disclosure may be required by applicable law, regulation or court order. The Purchaser agrees not to permit the Company to destroy any files term "Evaluation Material" shall also include all reports, analyses, notes or records which are subject to this paragraph (c) for six (6) years after the Closing Dateother information, and thereafter, without giving at least thirty (30) days' notice to the Seller. Upon receipt of such notice, the Seller may (A) cause to be delivered to it the files or records intended to be destroyed, at the Seller's expense, or (B) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control regardless of the Seller).form in which communicated or maintained, that are based on, contain or reflect any Evaluation Material; provided, however, that Evaluation Material shall not include the following:

ACCESS TO, AND INFORMATION CONCERNING, PROPERTIES AND RECORDS. (a) During the pendency of the transactions contemplated hereby, MID-COAST shall, to the Seller shall cause the Company to extent permitted by law, give the PurchaserFVNB, its legal counsel, accountants and other representatives full access, upon reasonable request and at reasonable timesduring normal business hours, throughout the period prior to the Closing, to all of the CompanyMID- COAST's properties, books, contracts, commitments, personnel, agents commitments and records, permit the Purchaser and such representatives FVNB to make such inspections (including, including without limitation, with regard to currently owned properties and certain properties leased by the Company (collectively, the "Real Property"), limitation physical inspection of the surface and subsurface thereofof any property thereof and any structure thereon) as they FVNB may reasonably require and furnish to the Purchaser and such representatives FVNB during such period all such information concerning the Company MID-COAST and its affairs as they FVNB may reasonably request. The Purchaser FVNB and its respective affiliates, subsidiaries, officers, employees, directors and agents shall not disclose, or make available, to any third party or use for any purpose other than the transactions contemplated hereby any confidential information provided, or made available, pursuant to the terms of this Agreement relating to the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of MID-COAST; PROVIDED, HOWEVER, that the restrictions of this sentence shall not apply (i) as may otherwise be required by law, or (ii) to the extent such information is generally available to the public other than as a result of a disclosure by or through the receiving party. In the event this Agreement is terminated pursuant to the provisions of Article VIII, upon the written request of MID-COAST, FVNB agrees to conduct any destroy or return to MID-COAST all copies of such investigation and inspection in a manner so as not to unreasonably interfere with the Company's business operationsconfidential information. (b) All information disclosed by the Company or the Seller FVNB acknowledges to the Purchaser shall be subject to the terms of the letter agreementMID-COAST that MID-COAST has, dated as of April 10, 1998, among the Seller, CMH and Code Xxxxxxxx & Xxxxxxx III, L.P. regarding confidentiality (the "Confidentiality Agreement"). (c) The Purchaser agrees to cooperate with and to make available to the Seller such documents, books, records or information relating to the Company's operation prior to the Closing Date as the Seller may reasonably require after the Closing date hereof, cooperated in order to file tax returns, respond to claims asserted by third parties or otherwise wind up its affiliation with the Company. The Purchaser agrees to cause the Company to preserve and protect all books, records, files and data referred to above for a period of six (6) years after the Closing Date. The Purchaser agrees not to permit the Company to destroy any files or records which are subject to this paragraph (c) for six (6) years after the Closing Date, and thereafter, without giving at least thirty (30) days' notice providing FVNB access to the Seller. Upon receipt books and records of such noticeMID-COAST and its subsidiaries and has been afforded by MID-COAST the opportunity to conduct due diligence; however, the Seller may (A) cause to be delivered to it foregoing acknowledgment does not negate, void or modify the files or records intended to be destroyedrepresentations, at the Seller's expensewarranties, or obligations of MID-COAST under this Agreement, including without limitation the obligation to continue to provide access as provided by subsection (Ba) notify the Purchaser that the Seller will pay the cost of storing and maintaining such files or records (including any necessary costs of moving such files or records to a location under control of the Seller)above.