Common use of Access to Properties and Records; Confidentiality Clause in Contracts

Access to Properties and Records; Confidentiality. (a) Seller and Seller Subsidiary shall permit Acquiror and its representatives reasonable access to their properties and shall disclose and make available to Acquiror all books, papers and records relating to the assets, properties, operations, obligations and liabilities of Seller and the Seller Subsidiary, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and stockholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities in which Acquiror may have an interest. Neither Seller nor the Seller Subsidiary shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment. Seller and the Seller Subsidiary will use their best efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller and the Seller Subsidiary shall make their respective executive officers available to confer with Acquiror and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Access to Properties and Records; Confidentiality. (a) The Seller and Seller Subsidiary shall permit Acquiror and its representatives the Buyer reasonable access to their properties its and its subsidiaries' properties, and shall disclose and make available to Acquiror the Buyer all Records, including all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and the Seller SubsidiarySeller, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ directors and stockholders’ stockholders meetings, organizational documents, bylawsBy-Laws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Acquiror the Buyer may reasonably have an interestinterest in light of the transactions contemplated hereby. The Seller shall make arrangements with each third party provider of services to the Seller and its subsidiaries to permit the Buyer reasonable access to all of the Seller's or such subsidiary's Records held by each such third party. The Buyer shall permit the Seller reasonable access to such properties and records of the Buyer and/or its subsidiaries in which the Seller may reasonably have an interest in light of the transactions contemplated hereby. Neither Seller the Buyer nor the Seller Subsidiary nor any of their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer customer, would jeopardize the attorney-client privilege of the institution in possession or control of such information, or would contravene any law, rule, regulation, order order, judgment, decree or judgmentbinding agreement. Seller and the Seller Subsidiary The parties will use their best all reasonable efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller and the Seller Subsidiary shall make their respective executive officers available to confer with Acquiror and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Access to Properties and Records; Confidentiality. (a) Seller Advance and Seller Subsidiary each of the Advance Subsidiaries shall permit Acquiror Parkvale and its representatives reasonable access access, upon advance notice, to their properties properties, and shall disclose and make available to Acquiror Parkvale all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller Advance and the Seller SubsidiaryAdvance Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ ' and stockholders’ meetings' meetings (excluding minutes related to the transactions contemplated by this Agreement or other Acquisition Transactions), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation filesfiles (except to the extent necessary to preserve attorney-client privilege), plans affecting employees, and any other business activities or prospects in which Acquiror Parkvale may have an a reasonable interest. Neither Seller nor Advance and the Seller Subsidiary Advance Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment. Seller Advance and each of the Seller Subsidiary Advance Subsidiaries will use their best efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller Advance and each of the Seller Subsidiary Advance Subsidiaries shall make their respective executive officers its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Acquiror Parkvale and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.

Access to Properties and Records; Confidentiality. (a) Seller and Seller Subsidiary shall permit Acquiror Franklin and its representatives reasonable access to their its properties and those of the Seller Subsidiaries, and shall disclose and make available to Acquiror Franklin all books, papers and records relating to the assets, properties, operations, obligations and liabilities of Seller and the Seller SubsidiarySubsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ ' (other than any minutes to the extent discussing an Acquisition Transaction) and stockholders’ ' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation filesfiles (except as necessary to preserve attorney-client privilege), plans affecting employees, and any other business activities or prospects in which Acquiror Franklin may have an a reasonable interest. Neither Seller nor the Seller Subsidiary Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment. Seller and the Seller Subsidiary will use their its best efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller and the Seller Subsidiary Subsidiaries shall make their respective executive officers directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Acquiror Franklin and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. Similar access shall be provided by Franklin to Seller and its representatives to the extent necessary and customary in connection with the transactions of the type contemplated hereby.

Access to Properties and Records; Confidentiality. (a) Seller and Seller Subsidiary shall permit Acquiror and its representatives reasonable access to their its properties and those of the Seller Subsidiaries, and shall disclose and make available to Acquiror all books, papers and records relating to the assets, properties, operations, obligations and liabilities of Seller and the Seller SubsidiarySubsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than any minutes relating to a Superior Proposal) and stockholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation filesfiles (except as necessary to preserve attorney-client privilege), plans affecting employees, and any other business activities in which Acquiror may have an interest. Neither Seller nor the Seller Subsidiary Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment. Seller and the Seller Subsidiary will use their its best efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller and the Seller Subsidiary Subsidiaries shall make their respective executive senior vice president level officers and above available to confer with Acquiror and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. Acquiror shall provide to Seller and its representatives to the extent necessary and customary in connection with the transactions of the type contemplated hereby reasonable access to Acquiror’s information with respect to Acquiror’s ability to perform its obligations hereunder.

Access to Properties and Records; Confidentiality. (a) The Seller and Seller Subsidiary shall permit Acquiror and its representatives the Buyer reasonable access to their properties its properties, and shall disclose and make available to Acquiror the Buyer all Records, including all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Seller and the Seller SubsidiarySeller, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ directors and stockholders’ stockholders meetings, organizational documents, bylawsBy-Laws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Acquiror the Buyer may reasonably have an interestinterest in light of the transactions contemplated hereby. The Seller shall make arrangements with each third party provider of services to the Seller to permit the Buyer reasonable access to all of the Seller's Records held by each such third party. The Buyer shall permit the Seller reasonable access to such properties and records of the Buyer and/or its subsidiaries in which the Seller may reasonably have an interest in light of the transactions contemplated hereby. Neither Seller the Buyer nor the Seller Subsidiary nor any of their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer customer, would jeopardize the attorney-client privilege of the institution in possession or control of such information, or would contravene any law, rule, regulation, order order, judgment, decree or judgmentbinding agreement. Seller and the Seller Subsidiary The parties will use their best all reasonable efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Seller and the Seller Subsidiary shall make their respective executive officers available to confer with Acquiror and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations.