Common use of Inspection of Records; Confidentiality Clause in Contracts

Inspection of Records; Confidentiality. (a) CoVest shall (i) afford Midwest and Midwest’s accountants, counsel and other representatives, full access during normal business hours during the period prior to the Closing Date to all of its and the CoVest Subsidiaries’ respective properties, books, contracts, commitments and records, including all attorneys’ responses to auditors’ requests for information, and accountants’ work papers, developed by either of them or their accountants or attorneys; (ii) permit Midwest and its respective representatives to discuss such information directly with CoVest’s officers, directors, employees, attorneys and accountants; and (iii) permit Midwest to perform various accounting procedures, testing or analysis as Midwest deems reasonably appropriate. During such period, CoVest shall use its best efforts to furnish promptly to Midwest all other information concerning the business, properties and personnel of CoVest and the CoVest Subsidiaries as Midwest may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to Midwest. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of CoVest that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto. Nothing Table of Contents contained in this Section 5.01(a) shall be construed as prohibiting Midwest from terminating this Agreement if there is a material change after the date of this Agreement to the information disclosed in the initial Disclosure Schedule of CoVest.

Inspection of Records; Confidentiality. (a) CoVest Melling Subsidiary and Melling shall (i) afford Midwest to Buyer and Midwestto Buyer’s accountants, counsel and other representatives, full access during normal business hours during the period prior to the Closing Date to all of its Melling and the CoVest Subsidiaries’ respective Melling Subsidiary’s properties, books, contracts, commitments and records, including all attorneys’ responses to auditors’ requests for information, and accountants’ work papers, developed by either of them Melling xx Xxxxxxx Subsidiary or their its accountants or attorneys; (ii) , and will permit Midwest Buyer and its respective representatives to discuss such information directly with CoVest’s the officers, directors, employees, attorneys and accountants; and (iii) permit Midwest to perform various accounting procedures, testing or analysis as Midwest deems reasonably appropriateaccountants of Melling Subsidiary xx Xxxxxxx. During such period, CoVest Melling Subsidiary and Melling shall use its their best efforts to furnish promptly to Midwest Buyer all other information concerning the business, properties and personnel of CoVest Melling Subsidiary and the CoVest Subsidiaries Melling as Midwest Buyer may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to MidwestBuyer. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of CoVest Melling Subsidiary that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto. Nothing Table of Contents contained in this Section 5.01(a) herein shall be construed as prohibiting Midwest Buyer from terminating this Agreement if there is a material change after as of the date of this Agreement to the information disclosed in the initial Joint Disclosure Schedule of CoVestMelling and Melling Subsidiary in accordance with Article VIII of this Agreement. Nothing herein shall require Melling Subsidiary xx Xxxxxxx to disclose or make available to Buyer any information that is subject to any restriction on disclosure.

Inspection of Records; Confidentiality. (a) CoVest Company shall (i) afford Midwest Buyer and Midwest’s Buyer's accountants, counsel and other representatives, full access during normal business hours during the period prior to the Closing Date to all of its and the CoVest Company Subsidiaries’ ' respective properties, books, contracts, commitments and records, including all attorneys’ ' responses to auditors’ ' requests for information, and accountants’ ' work papers, developed by either any of them or their accountants or attorneysattorneys but not including any corporate records relating to any Takeover Proposal or any information that cannot be disclosed pursuant to that certain confidentiality agreement between Company and Midwest Banc Holdings, Inc. dated June 11, 2002 and that certain Agreement and Plan of Reorganization between such parties dated as of November 1, 2002; (ii) permit Midwest Buyer and its respective representatives to discuss such information directly with CoVest’s Company's officers, directors, employees, attorneys and accountants; and (iii) permit Midwest Buyer to perform various accounting procedures, testing or analysis as Midwest Buyer deems reasonably appropriate. During such period, CoVest Company shall use its best efforts to furnish promptly to Midwest Buyer all other information concerning the business, properties and personnel of CoVest Company and the CoVest Company Subsidiaries as Midwest Buyer may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to MidwestBuyer. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of CoVest Company that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto. Nothing Table of Contents contained in this Section 5.01(a6.01(a) shall be construed as prohibiting Midwest Buyer from terminating this Agreement if there is a material change after the date of this Agreement to the information disclosed in the initial Disclosure Schedule of CoVestCompany.

Inspection of Records; Confidentiality. (a) CoVest Company shall (i) afford Midwest Buyer and Midwest’s Buyer's accountants, counsel and other representatives, full access during normal business hours during the period prior to the Closing Date to all of its and the CoVest Company Subsidiaries’ ' respective properties, books, contracts, commitments and records, including all attorneys’ ' responses to auditors’ ' requests for information, and accountants’ ' work papers, developed by either any of them or their accountants or attorneysattorneys but not including any corporate records relating to any Takeover Proposal or any information that cannot be disclosed pursuant to that certain confidentiality agreement between Company and Midwest Banc Holdings, Inc. dated June 11, 2002 and that certain Agreement and Plan of Reorganization between such parties dated as of November 1, 2002; (ii) permit Midwest Buyer and its respective representatives to discuss such information directly with CoVest’s Company's officers, directors, employees, attorneys and accountants; and (iii) permit Midwest Buyer to perform various accounting procedures, testing or analysis as Midwest Buyer deems reasonably appropriate. During such period, CoVest Company shall use its best efforts to furnish promptly to Midwest Buyer all other information concerning the business, properties and personnel of CoVest Company and the CoVest Company Subsidiaries as Midwest Buyer may reasonably request. Any failure to comply with this covenant shall be disregarded if promptly corrected without material adverse consequences to MidwestBuyer. The availability or actual delivery of information shall not affect the representations, warranties, covenants, and agreements of CoVest Company that are contained in this Agreement or in any certificates or other documents delivered pursuant hereto. Nothing Table of Contents contained in this Section 5.01(a6.01(a) shall be construed as prohibiting Midwest Buyer from terminating this 51 Agreement if there is a material change after the date of this Agreement to the information disclosed in the initial Disclosure Schedule of CoVestCompany.