Common use of BUSINESS RECORDS AND INFORMATION Clause in Contracts

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB will afford WSB, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB and the conditions thereof, and to update such examination at such reasonable intervals as WSB shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVB. No such examination or WSB's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB of its right to rely upon the representations, warranties or covenants made by MVB herein or pursuant hereto. MVB will permit an authorized representative or representatives of WSB, designated as such from time to time by WSB's President (the "WSB Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any approvals required of WSB by MVB pursuant to Section 5.2. In addition, MVB shall provide WSB and the WSB Representative with three days' notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB will permit the WSB Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger), and MVB shall indemnify and hold harmless WSB, New MVB and the WSB Representative in connection with actions taken by MVB: (i) pursuant to any approvals obtained pursuant to Section 5.2; or (ii) during any Board or committee meetings attended and observed by the WSB Representative. MVB will hold in strict confidence all documents and information concerning WSB or the WSB Subsidiaries obtained pursuant to the disclosure Schedules of Article IV hereof or pursuant to Section 6.1 and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any documents provided pursuant to Section 6.3(c) shall be returned to WSB, without any copies being retained by MVB and MVB shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB or any of its agents relating to or containing the confidential information promptly upon notice by WSB. Upon request by WSB, such destruction shall be certified in writing to WSB by an authorized officer of MVB supervising such destruction.

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB WSB will afford WSBMVB, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB MVB and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB WSB and the WSB Subsidiaries and the conditions thereof, and to update such examination at such reasonable intervals as WSB MVB shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB WSB or the WSB Subsidiaries in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVBWSB or the WSB Subsidiaries. No such examination or WSBMVB's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB MVB of its right to rely upon the representations, warranties or covenants made by MVB WSB herein or pursuant hereto. MVB will permit an WSB shall use its best efforts to have the WSB Representative or another authorized representative or representatives of WSB, designated as such from time to time by WSBavailable during MVB's President (the "WSB Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any render approvals required of WSB by MVB pursuant to Section 5.2. In addition, MVB shall provide WSB and the WSB Representative with three days' notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB will permit the WSB Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger), and MVB shall indemnify and hold harmless WSB, New MVB and the WSB Representative in connection with actions taken by MVB: (i) pursuant to any approvals obtained pursuant to Section 5.2; or (ii) during any Board or committee meetings attended and observed by the WSB Representative. MVB will hold in strict confidence all documents and information concerning WSB or the WSB Subsidiaries MVB obtained pursuant to the disclosure Schedules of Article IV III hereof or pursuant to Section 6.1 5.1 and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any documents provided pursuant to Section 6.3(c5.3(d) shall be returned to WSBMVB, without any copies being retained by MVB WSB and MVB WSB shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB WSB or any of its agents relating to or containing the confidential information promptly upon notice by WSBMVB. Upon request by WSBMVB, such destruction shall be certified in writing to WSB MVB by an authorized officer of MVB WSB supervising such destruction.

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB KRBHC and KRB will afford WSBVIBC, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB VIBC and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB KRBHC and KRB and the conditions thereof, and to update such examination at such reasonable intervals as WSB VIBC shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB KRBHC and KRB in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVBKRBHC and KRB. No such examination or WSBVIBC's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB VIBC of its right to rely upon the representations, warranties or covenants made by MVB KRBHC, KRB and/or their officers and directors herein or pursuant hereto. MVB KRBHC and KRB will permit an authorized representative or representatives of WSBVIBC, designated as such from time to time by WSBVIBC's President (the "WSB VIBC Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any approvals required of WSB VIBC by MVB KRBHC or KRB pursuant to Section 5.2. KRBHC and KRB will use their best efforts to have the VIBC Representative or another authorized representative available during KRBHC's and/or KRB's normal business hours to render approvals required pursuant to Section 5.2. In addition, MVB KRBHC and KRB shall provide WSB VIBC and the WSB VIBC Representative with three days' five days notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB KRBHC and KRB will permit the WSB VIBC Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger and the PS Merger), and MVB KRBHC shall indemnify and hold harmless WSBVIBC, New MVB Merger Corp and the WSB VIBC Representative in connection with actions taken by MVB: KRBHC or KRB (i) pursuant to any approvals obtained pursuant to Section 5.2; 5.2 or (ii) during any Board or committee meetings attended and observed by the WSB VIBC Representative; provided, that if the Merger and the PS Merger are consummated, then such indemnification shall be of no further force or effect after the effective time of the Merger and the PS Merger. MVB VIBC will hold in strict confidence all documents and information concerning WSB KRBHC and KRB so obtained or obtained previously pursuant to any prior meetings and discussions held regarding this Agreement or the WSB Subsidiaries obtained pursuant to the disclosure Schedules of Article IV hereof or pursuant to Section 6.1 Transactions contemplated herein and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any such documents provided pursuant to Section 6.3(c) 5.3 shall be returned to WSBKRBHC, without any copies being retained by MVB and MVB VIBC. VIBC shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB KRBHC or KRB or any of its agents relating to or containing the confidential information promptly upon notice by WSBKRBHC. Upon request by WSBKRBHC, such destruction shall be certified in writing to WSB KRBHC by an authorized officer of MVB VIBC supervising such destruction.

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB WSB will afford WSBCCB, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB CCB and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB WSB and the WSB Subsidiaries and the conditions thereof, and to update such examination at such reasonable intervals as WSB CCB shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB WSB or the WSB Subsidiaries in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVBWSB or the WSB Subsidiaries. No such examination or WSBCCB's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB CCB of its right to rely upon the representations, warranties or covenants made by MVB WSB herein or pursuant hereto. MVB will permit an WSB shall use its best efforts to have the WSB Representative or another authorized representative or representatives of WSB, designated as such from time to time by WSBavailable during CCB's President (the "WSB Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any render approvals required of WSB by MVB pursuant to Section 5.2. In addition, MVB shall provide WSB and the WSB Representative with three days' notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB will permit the WSB Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger), and MVB shall indemnify and hold harmless WSB, New MVB and the WSB Representative in connection with actions taken by MVB: (i) pursuant to any approvals obtained pursuant to Section 5.2; or (ii) during any Board or committee meetings attended and observed by the WSB Representative. MVB will hold in strict confidence all documents and information concerning WSB or the WSB Subsidiaries CCB obtained pursuant to the disclosure Schedules of Article IV III hereof or pursuant to Section 6.1 5.1 and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any documents provided pursuant to Section 6.3(c5.3(d) shall be returned to WSBCCB, without any copies being retained by MVB WSB and MVB WSB shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB WSB or any of its agents relating to or containing the confidential information promptly upon notice by WSBCCB. Upon request by WSBCCB, such destruction shall be certified in writing to WSB CCB by an authorized officer of MVB WSB supervising such destruction.

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB BOS will afford WSBVIBC, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB VIBC and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB BOS and the conditions thereof, and to update such examination at such reasonable intervals as WSB VIBC shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB BOS in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVBBOS. No such examination or WSBVIBC's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB VIBC of its right to rely upon the representations, warranties or covenants made by MVB BOS herein or pursuant hereto. MVB BOS will permit an authorized representative or representatives of WSBVIBC, designated as such from time to time by WSBVIBC's President (the "WSB VIBC Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any approvals required of WSB VIBC by MVB BOS pursuant to Section 5.2. BOS will use its best efforts to have the VIBC Representative or another authorized representative available during BOS's normal business hours to render approvals required pursuant to Section 5.2. In addition, MVB BOS shall provide WSB VIBC and the WSB VIBC Representative with three days' notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB BOS will permit the WSB VIBC Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger), and MVB BOS shall indemnify and hold harmless WSBVIBC, New MVB BOS Interim Bank and the WSB VIBC Representative in connection with actions taken by MVB: BOS (i) pursuant to any approvals obtained pursuant to Section 5.2; 5.2 or (ii) during any Board or committee meetings attended and observed by the WSB VIBC Representative. MVB It is agreed and acknowledged by BOS that any such indemnification may be deemed a material adverse change pursuant to Section 8.3 hereof. BOS will hold in strict confidence all documents and information concerning WSB VIBC or the WSB Subsidiaries VIB obtained pursuant to the disclosure Schedules of Article IV hereof or pursuant to Section 6.1 or obtained previously pursuant to a Letter of Understanding dated June 22, 1998 and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any documents provided pursuant to Section 6.3(c) shall be returned to WSBVIBC, without any copies being retained by MVB BOS and MVB BOS shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB BOS or any of its agents relating to or containing the confidential information promptly upon notice by WSBVIBC. Upon request by WSBVIBC, such destruction shall be certified in writing to WSB VIBC by an authorized officer of MVB BOS supervising such destruction.

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB VIBC will afford WSBBOS, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB BOS and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB VIBC and VIB and the conditions thereof, and to update such examination at such reasonable intervals as WSB BOS shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB VIBC or VIB in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVBVIBC or VIB. No such examination or WSBBOS's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB BOS of its right to rely upon the representations, warranties or covenants made by MVB VIBC herein or pursuant hereto. MVB will permit an authorized representative or representatives of WSB, designated as such from time to time by WSB's President (the "WSB Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any approvals required of WSB by MVB pursuant to Section 5.2. In addition, MVB shall provide WSB and the WSB Representative with three days' notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB will permit the WSB Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger), and MVB shall indemnify and hold harmless WSB, New MVB and the WSB Representative in connection with actions taken by MVB: (i) pursuant to any approvals obtained pursuant to Section 5.2; or (ii) during any Board or committee meetings attended and observed by the WSB Representative. MVB VIBC will hold in strict confidence all documents and information concerning WSB or the WSB Subsidiaries BOS obtained pursuant to the disclosure Schedules of Article IV hereof Section 5.1 or obtained previously pursuant to Section 6.1 a Letter of Understanding dated June 22, 1998 and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any documents provided pursuant to Section 6.3(c5.3(d) shall be returned to WSBBOS, without any copies being retained by MVB VIBC and MVB VIBC shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB VIBC or any of its agents relating to or containing the confidential information promptly upon notice by WSBBOS. Upon request by WSBBOS, such destruction shall be certified in writing to WSB BOS by an authorized officer of MVB VIBC supervising such destruction.

BUSINESS RECORDS AND INFORMATION. During the period commencing on the date hereof, and ending on the Closing Date, MVB CCB will afford WSB, its representatives, counsel, accountants, agents and employees reasonable access during normal business hours to all of its business, operations, properties, books, files and records and will do everything reasonably necessary to enable WSB and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, operations, assets and properties of MVB CCB and the conditions thereof, and to update such examination at such reasonable intervals as WSB shall deem appropriate. Such examination shall be conducted in cooperation with the officers of MVB CCB in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of or interference with the normal business operations of MVBCCB. No such examination or WSB's examination prior to the date of this Agreement, however, shall constitute a waiver or relinquishment on the part of WSB of its right to rely upon the representations, warranties or covenants made by MVB CCB herein or pursuant hereto. MVB CCB will permit an authorized representative or representatives of WSB, designated as such from time to time by WSB's President (the "WSB Representative") access during normal business hours to all of its business, operations, properties, books, files and records for the additional purpose of rendering any approvals required of WSB by MVB CCB pursuant to Section 5.2. In addition, MVB CCB shall provide WSB and the WSB Representative with three days' notice of all regular meetings of its Board of Directors and notice, at the same time notice is given to members, of any committee meeting, and the earliest possible notice of all special meetings of its Board of Directors. MVB CCB will permit the WSB Representative to attend and observe all Board and committee meetings (except during confidential discussions regarding the Merger), and MVB CCB shall indemnify and hold harmless WSB, New MVB CCB and the WSB Representative in connection with actions taken by MVBCCB: (i) pursuant to any approvals obtained pursuant to Section 5.2; or (ii) during any Board or committee meetings attended and observed by the WSB Representative. MVB It is agreed and acknowledged by CCB that any such indemnification may be deemed a material adverse change pursuant to Section 8.3 hereof. CCB will hold in strict confidence all documents and information concerning WSB or the WSB Subsidiaries obtained pursuant to the disclosure Schedules of Article IV hereof or pursuant to Section 6.1 and will not use such documents or information for its own benefit (except to the extent that such documents or information are a matter of public record or require disclosure in any application necessary to obtain regulatory approval of the Transactions contemplated by this Agreement) and, if the Transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents and any documents provided pursuant to Section 6.3(c) shall be returned to WSB, without any copies being retained by MVB CCB and MVB CCB shall destroy any document, memoranda, notes and other writings whatsoever prepared by MVB CCB or any of its agents relating to or containing the confidential information promptly upon notice by WSB. Upon request by WSB, such destruction shall be certified in writing to WSB by an authorized officer of MVB CCB supervising such destruction.