Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such other Party reasonably requests, provided that such investigation shall be conducted during normal business hours and shall not interfere unnecessarily with normal operations of such Person. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants and agreements of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) Each Party shall, and shall cause its Representatives to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Parties.

Investigation and Confidentiality. (a) Each Party Alliance shall promptly notify the other Party WSFS of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information)Law, of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party Alliance or any SubsidiaryAlliance Bank. (b) Each Party Alliance shall promptly advise the other WSFS of any fact, change, event or circumstance known to it Alliance (i) that has had or is reasonably likely to have, either individually or in the aggregate, have a Material Adverse Effect with respect to such Party on Alliance or (ii) which such Party Alliance believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 Section 8.2 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 Section 8.2 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party Alliance shall permit the other Party WSFS to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such other Party WSFS reasonably requests, provided that such investigation shall be conducted during normal business hours and shall not unreasonably interfere unnecessarily with normal operations of Alliance or its Subsidiaries, and provided, further, that Alliance and the Alliance Subsidiaries shall not be required to provide access to or disclose information where such Personaccess or disclosure would result in the loss of the attorney-client privilege of Alliance or its Subsidiaries or contravene any Law or Order. No investigation by a Party WSFS shall affect the ability of such Party WSFS to rely on the representations, warranties, covenants and agreements of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyAlliance. (d) Each Party shall, and shall cause its Representatives advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Parties.

Investigation and Confidentiality. (a) Each Party shall promptly notify Xxxxxx and CBSI each will keep the other Party advised of any all material change in developments relevant to its and its Subsidiaries’ businesses and to consummation of the normal course Transactions. Without limiting the generality of the foregoing, (i) representatives of Xxxxxx and CBSI shall confer periodically regarding the financial condition, assets, liabilities, operations and business or in the operation of its properties and, Xxxxxx and Xxxxxx Bank and matters relating to the extent permitted completion of the Transactions, and (ii) as soon as reasonably available, but in no event more than three (3) business days after filing, Xxxxxx shall furnish to CBSI all reports filed by applicable Law (it or Xxxxxx Bank with, and not involving confidential all material notices received by it or non-public supervisory information)Xxxxxx Bank from, any regulatory authority subsequent to the date hereof, subject to any regulatory requirements to maintain the confidentiality of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiaryreports and notices. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in Xxxxxx and CBSI each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party shall permit the other Party to may make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions condition of the other as such other Party party reasonably requestsdeems necessary or advisable in connection with the Transactions, provided provided, however, that such investigation shall be conducted during normal business hours reasonably related to such transactions and the party conducting such investigation shall not interfere unnecessarily with normal use its reasonable best efforts to minimize any disruptions to the operations of such Person. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants and agreements of the other Partyparty. CBSI and Xxxxxx agree to furnish the other and the other’s advisors with such financial data, assets, liabilities and no investigation other information with respect to its business and properties as such other party shall expand from time to time reasonably request, including, without limitation, information with respect to Xxxxxx’x delinquent or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege problem Loans of the institution nature described in possession Section 3.7 and Section 3.11. (c) Promptly following the occurrence of an event or control of fact which, if such information (after giving due consideration to the existence of any common interest, joint defense event or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into fact had occurred prior to the date of this Agreement, would have been required to have been Previously Disclosed to the other party, each party shall update its disclosure letter required to be delivered under the terms of this Agreement unless such event or fact is disclosed in an SEC Document filed with the SEC. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which Without limiting the restrictions generality of the preceding sentence applyforegoing, Xxxxxx shall provide CBSI, no later than fifteen (15) days after the end of each month, a written update on each of its delinquent and problem Loans of the nature described in Section 3.7 and Section 3.11. (d) Each Party shallNo update of a party’s disclosure letter after the date hereof, and no investigation done after the date hereof pursuant to this Section 5.5 or otherwise, shall cause its Representatives toaffect or be deemed to modify any representation or warranty made by, maintain or the confidentiality of conditions to the obligations to consummate the Merger of, any party hereto. (e) Each party hereto shall hold all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use party or any of such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If party’s Subsidiaries or representatives pursuant to this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents in confidence and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of confidentiality agreements dated August 4, 2010 and October 1, 2010, between Xxxxxx and CBSI (collectively, the confidentiality agreement in place between the Parties“Confidentiality Agreements”).

Investigation and Confidentiality. (a) Each Party Xxxxxxx shall promptly notify the other Party Simmons of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information)Law, of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party Xxxxxxx or any SubsidiaryLandmark Bank. (b) Each Party Xxxxxxx shall promptly advise the other Simmons of any fact, change, event event, effect, condition, occurrence, development or circumstance known to it Xxxxxxx (i) that has had or is would reasonably likely be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party on Xxxxxxx or (ii) which such Party Xxxxxxx believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties warranties, covenants or covenants agreements contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article ARTICLE 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 Section 8.2 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 Section 8.2 to be satisfied; and, and provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance noncompliance with, any other provision of this Agreement or otherwise limit the remedies available to First Bank or MalvernSimmons. (c) Prior to the Effective Time, each Party Xxxxxxx shall permit the other Party Representatives of Simmons to make or cause to be made such investigation of the business business, Assets, information technology systems, Contracts, Books and properties Records, and personnel and such other information of it and its Subsidiaries and of their respective financial and legal conditions as Simmons reasonably requests and furnish to Simmons promptly all other information concerning its business, Assets, information technology systems, Contracts, Books and Records, and personnel and such other Party information as Simmons may reasonably requestsrequest, provided that such investigation shall be conducted during normal business hours and or requests shall not interfere unnecessarily with normal operations of such Personoperations. No investigation by a Party Simmons shall affect the ability of such Party or be deemed to rely on modify or waive the representations, warranties, covenants and agreements of Xxxxxxx in this Agreement, or the other conditions of such Party, and no investigation shall expand or modify ’s obligation to consummate the representations, warranties, covenants and agreements contained hereintransactions contemplated by this Agreement. Neither First Bank Simmons nor Malvern Xxxxxxx 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 First Bank’s Simmons’ or Malvern’sXxxxxxx’x, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, ) or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) Each Party shall, and shall cause its Subsidiaries and Representatives to, maintain the confidentiality of all confidential hold any information furnished to it by the other Party concerning its obtained in connection with this Agreement and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance pursuit of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, hereby in accordance with the terms of the confidentiality agreement in place agreement, dated March 22, 2019, between Simmons and Xxxxxxx (the Parties“Confidentiality Agreement”). (e) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Xxxxxxx shall, and shall cause Landmark Bank also to, provide Simmons with at least five Business Days’ prior notice of any meeting of the board of directors of Xxxxxxx or Landmark Bank, as well as the boards’ respective committees, and permit up to two representatives of Simmons to attend such meetings; provided, that representatives of Simmons shall not be permitted to attend portions of any such meetings (i) that relate to Acquisition Proposals, (ii) that relate to the relationship of Xxxxxxx and Simmons under this Agreement, (iii) to the extent such attendance would be prohibited by Law or (iv) whenever Xxxxxxx, on the advice of counsel, determines that the attendance of Simmons representatives would negatively impact Xxxxxxx’x attorney-client privilege or its or its board’s fiduciary obligations.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and to consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such the other Party reasonably requests, provided that such investigation shall be conducted during normal business hours reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations of such Personoperations. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants representations and agreements warranties of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (db) Each Party shall, and shall cause its Representatives advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ ' businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party. The Parties are subject to a Confidentiality Agreement dated as of October 20, 1996, which is hereby reaffirmed and adopted, and which shall remain in accordance with full force and effect unmodified hereby and which shall survive any termination of this Agreement. (c) Each Party agrees to give the terms other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other Party which it has discovered through the course of its investigation and which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of the confidentiality agreement in place between other Party or which has had or is reasonably likely to have a Material Adverse Effect on the Partiesother Party.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and to consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such the other Party reasonably requests, provided that such investigation shall be conducted during normal business hours reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily unreasonably with normal operations operations. New Iberia shall cooperate with Regions in obtaining, at Regions' election and expense, environmental audits of such Personany or all of the properties owned or occupied by New Iberia. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants representations and agreements warranties of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (db) Each Party shall, and shall cause its Representatives to, maintain the confidentiality of all written, oral, and other confidential information furnished to it by the other Party concerning its and its Subsidiaries’ ' businesses, operations, and financial positions ("Confidential Information") and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. Each Party shall maintain the confidentiality of all Confidential Information obtained in connection with this Agreement or the transactions contemplated hereby unless (i) such information becomes publicly available through no fault of such Party, or was, is, or becomes available to that Party from a source other than the other Party or its Representatives, which source was itself not bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality with respect to that information, or (ii) the furnishing or use of such information is required by proper judicial, administrative, or other legal proceeding, provided that the other Party is promptly notified in writing of such request, unless such notification is not, in the opinion of counsel, permitted by Law. Each Party and its Representatives will hold and maintain all Confidential Information in confidence and will not disclose to any third party or permit any third party access to any Confidential Information or the substance thereof provided that a Party may disclose Confidential Information to such of its Representatives who need to know such information in connection with the transactions contemplated hereby. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party. (c) Each Party agrees to give the other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other Party which it has discovered through the course of its investigation and which represents, in accordance with the terms or is reasonably likely to represent, either a material breach of any representation, warranty, covenant, or agreement of the confidentiality agreement in place between other Party or which has had or is reasonably likely to have a Material Adverse Effect on the Partiesother Party.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective TimeClosing, each Party party shall keep each other party advised of all material developments relevant to its business and to consummation of the transactions contemplated hereby and shall permit the each other Party party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries each other and of their respective financial and legal conditions as such the other Party party reasonably requests, provided that such investigation shall be conducted during normal business hours reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations of such Personoperations. No investigation by a Party party shall affect the ability of such Party to rely on the representations, warranties, covenants representations and agreements of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence warranties of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyother party. (db) Each Party party shall, and shall cause its Representatives officers, employees, advisers, agents and representatives to, maintain the confidentiality of all confidential information furnished to it by the each other Party party concerning its and its Subsidiaries’ businesses, operations, and financial positions positions, and the terms and conditions of this Agreement and shall not disclose such information to third parties except as required by Law, as needed in connection with any Litigation or in connection with tax or regulatory matters and except to the extent that such information is already in the public domain, other than as a result of the breach of a party's obligations under this Section 7.3(b). In the event a party is requested or required by documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process to disclose any such confidential information which otherwise may not be disclosed except as set forth in the preceding sentence, to the extent legally permitted to do so, such party shall provide such other party with prompt notice of such request or demand or other similar process so that such other party may seek an appropriate protective order or, if such request, demand or other similar process is not mandatory, waive such party's compliance with the provisions of this Section 7.3(b), as appropriate. In addition, each party and its respective officers, employees, advisers, agents and representatives shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective TimeClosing, each Party party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from each other party. (c) Each party agrees to give each other party notice as soon as practicable after any determination by it of any fact or occurrence relating to any other party which it has discovered through the course of its investigation and which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of such other party or which has had or is reasonably likely to have a Material Adverse Effect on such other party; provided, however, that the failure to give such notice shall not give rise to any Liability against any party or otherwise affect the representations, warranties, covenants or agreements of any party set forth herein (or the rights and remedies of any other party in the event of breach thereof) or any of the other Party, in accordance with the terms and conditions of the confidentiality agreement in place between the Partiesthis Agreement.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information)Law, of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiarythat Party. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it that Party (i) that has had or is reasonably likely to have, either individually or in the aggregate, have a Material Adverse Effect with respect to such on that Party or (ii) which such that Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article ARTICLE 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 Section 8.2 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 Section 8.2 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party Target shall permit the other Party Buyer to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such other Party Buyer reasonably requests, provided that such investigation shall be conducted during normal business hours and shall not interfere unnecessarily with normal operations of such Personoperations. No investigation by a Party Buyer shall affect the ability of such Party Buyer to rely on the representations, warranties, covenants and agreements of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained hereinTarget. Neither First Bank Buyer nor Malvern Target 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 First BankBuyer’s or MalvernTarget’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, ) or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) Each Party shall, and shall cause its Representatives advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Parties.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective TimeClosing Date, each Party shall permit use all commercially reasonable efforts to keep the other Parties advised of all material developments relevant to consummation of the transactions contemplated herein, and, with respect to the Company, that are material to its business. For the avoidance of doubt, those efforts shall include, but not be limited to (i) providing each other Party (or its counsel) with copies, in advance of submission, of any filing or written communication to any Regulatory Authority regarding antitrust or competition issues; (ii) consulting in good faith with each other Party (or its counsel) in advance of any submission or communication with any Regulatory Authority regarding antitrust or competition issues; and (iii) allowing each other Party (or its counsel) to be represented at and participate in any meeting or telephone conversation with any Regulatory Authority regarding antitrust or competition issues. The Company and Shareholder shall permit Purchaser (and its counsel, financial advisors, auditors and other authorized representatives) to make or cause to be made such investigation of the business business, properties, personnel, offices, books and properties records of it the Company and its Subsidiaries financial, legal and of their respective financial and legal operating conditions as such other Party Purchaser reasonably requests, provided that such investigation shall be conducted during normal business hours reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily unreasonably with normal operations of such Person. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants and agreements of the other Party, and no investigation shall expand Company or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’sShareholder, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (db) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement, which is hereby reaffirmed, adopted, and incorporated by reference herein, each Party shall, and shall cause its Representatives advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective TimeClosing Date, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Parties.

Investigation and Confidentiality. (a) Each Party party shall promptly notify permit the other Party party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and stockholders, organizational documents, bylaws, material change contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal course of business or in operations. Each party and its Subsidiaries shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the operation of other party and its properties andrepresentatives, provided that such access shall be reasonably related to the extent permitted by applicable Law (transactions contemplated hereby and shall not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiaryunduly interfere with normal operations. (b) Each Party of the Company and PHFG shall promptly advise hold all information furnished by or on behalf of the other of any fact, change, event party or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties such party's Subsidiaries or covenants contained herein or that reasonably could be expected representatives pursuant to give rise, individually or Section 5.4(a) in the aggregate, confidence to the failure of a condition in Article 8; providedextent required by, that any failure to give notice and in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or MalvernConfidentiality Agreement. (c) Prior to the Effective Time, each Party shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such other Party reasonably requests, provided that such investigation shall be conducted during normal business hours and shall not interfere unnecessarily with normal operations of such Person. No investigation by a Party either of the parties hereto or their respective representatives shall affect the ability of such Party to rely on the representations, warranties, covenants and or agreements of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained party set forth herein. Neither First Bank nor Malvern 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 First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. The Parties will use their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) Each Party shall, and shall cause its Representatives to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Parties.

Investigation and Confidentiality. (ai) Each Party shall promptly notify the other Party of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information)Law, of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiaryits Affiliates. (bj) Each Party shall promptly advise the other Party of any fact, change, event or circumstance known to it such Party (i) that has had or is reasonably likely to have, either individually or in the aggregate, have a Material Adverse Effect with respect to on such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(bArticle 7(j) or the failure of any condition set forth in Article 8 Section 1.101 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 Section 1.101 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (ck) Prior to the Effective Time, each Party shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such the other Party reasonably requests, provided that such investigation shall be conducted during normal business hours and shall not unreasonably interfere unnecessarily with normal operations of such Personthe applicable Party. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants and agreements of the other Party, and no investigation shall expand or modify the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern 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 result in the rights loss of First Bank’s or Malvern’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, ) or contravene any Law, fiduciary duty Law or binding Contract entered into prior to the date of this AgreementOrder. The Parties will use their reasonable best efforts to make reasonable appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants and agreements of the other Party. (dl) Each Party shall, and shall cause its Representatives advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Parties.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party will keep the other Party advised of all material developments relevant to its business and to consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as such the other Party reasonably requests, provided that such investigation shall be conducted during normal business hours reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations of such Personoperations. No investigation by a Party shall affect the ability of such Party to rely on the representations, warranties, covenants representations and agreements warranties of the other Party. (b) Except as may be required by applicable Law or legal process, and no investigation except for such disclosure to those of its directors, officers, employees and representatives as may be appropriate or required in connection with the transactions contemplated hereby, each Party shall expand hold in confidence all nonpublic information obtained from the other Party (including work papers and other material derived therefrom) as a result of this Agreement or modify in connection with the representations, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern nor any of their respective Subsidiaries shall be required to provide access to transactions contemplated hereby (whether so obtained before or to disclose information where after the execution hereof) until such access or disclosure would violate or prejudice the rights of First Bank’s or Malvern’s, time as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of Party providing such information (after giving due consideration consents to the existence of its disclosure or such information becomes otherwise publicly available. Promptly following any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior to the date termination of this Agreement. The , each of the Parties will agrees to use their reasonable its best efforts to make reasonable substitute disclosure arrangements under circumstances in which cause its respective directors, officers, employees and representatives to destroy or return to the restrictions of the preceding sentence apply. providing party all such nonpublic information (d) including work papers and other material retrieved therefrom), including all copies thereof. Each Party shall, and shall cause its Representatives advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ ' businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, thereof and all work papers containing confidential information received from the other Party, except one copy of certain materials that can be retained for legal files in accordance with the terms provisions of the confidentiality Confidentiality Agreements. (c) Each Party agrees to give the other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other Party which it has discovered through the course of its investigation and which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement in place between of the Partiesother Party or which has had or is reasonably likely to have a Material Adverse Effect on the other Party.

Investigation and Confidentiality. (a) Each Party shall promptly notify the other Party of any material change in the normal course of business or in the operation of its properties and, to the extent permitted by applicable Law (and not involving confidential or non-public supervisory information), of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the written threat of a material claim, action, suit, proceeding or investigation involving such Party or any Subsidiary. (b) Each Party shall promptly advise the other of any fact, change, event or circumstance known to it (i) that has had or is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to such Party or (ii) which such Party believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 7.5(b) or the failure of any condition set forth in Article 8 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 8 to be satisfied; and, provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or non-compliance with, any provision of this Agreement or otherwise limit the remedies available to First Bank or Malvern. (c) Prior to the Effective Time, each Party shall keep the other Parties advised of all material developments relevant to its business and to consummation of the transactions contemplated hereunder and shall permit the other Party Parties to make or cause to be made such investigation of the its business and properties of it and its Subsidiaries and of their its respective financial and legal conditions as such any other Party reasonably requests, provided that such investigation shall be conducted during normal business hours reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations of such Personoperations. No investigation by a Party or its respective representatives shall affect the ability representations and warranties of any other Party. (b) Each Party will hold, and will cause its respective Affiliates and their respective officers, directors, employees, agents, consultants and other representatives to hold, in strict confidence, unless compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the necessary Consents of Governmental Bodies) or by other requirements of Law, all confidential documents and confidential or proprietary information concerning the other Parties gathered from the other Parties, or their respective officers, directors, employees, agents, consultants or representatives, pursuant to this Agreement, except to the extent that such documents or information can be shown to have been (a) previously lawfully known by the Party receiving such documents or information, (b) in the public domain through no fault of such receiving Party or (c) later acquired by the receiving party from other sources not themselves bound by, and in breach of, a confidentiality agreement. Except as provided in Sections 6.1 and 6.2 hereof, no Party will disclose or otherwise provide any such confidential or proprietary documents or information to rely on any other Person, except to the representations, warranties, covenants Party's representatives who need such documents or information in connection with this Agreement and agreements the transactions contemplated hereby and the Parties agree to cause each of the other Partyforegoing to agree to be subject to and bound by the confidentiality provisions hereof; provided, and no investigation shall expand or modify the representationshowever, warranties, covenants and agreements contained herein. Neither First Bank nor Malvern nor any of their respective Subsidiaries that nothing in this Agreement shall be required construed to provide access to or to disclose information where such access or disclosure would violate or prejudice prohibit the rights Company from informing other Persons of First Bank’s or Malvern’s, as this Agreement and the case may be, customers, jeopardize Company's intention of negotiating following the attorney-client privilege Closing Date of the institution sale and assignment of certain of the assets and liabilities associated with the Bank's offices in possession or control Bath County, Kentucky. (c) If applicable, the Bank shall use its reasonable efforts to exercise its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with the Bank to preserve the confidentiality of such the information (after giving due consideration relative to the existence of any common interest, joint defense or similar agreement between the Parties), involve confidential or non-public supervisory information, or contravene any Law, fiduciary duty or binding Contract entered into prior Bank provided to the date of this Agreement. The Parties will use such Persons and their reasonable best efforts to make reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyAffiliates and representatives. (d) Each Party shall, and shall cause its Representatives to, maintain the confidentiality of all confidential information furnished to it Any communication (whether oral or written) received by the Bank or Premier from the FRB, the Department, the FDIC or other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for Governmental Body which relates in any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior way to the Effective Time, each Party Bank shall be promptly return or certify the destruction of all documents communicated and copies thereof, and all work papers containing confidential information received from the other Party, in accordance with the terms of the confidentiality agreement in place between the Partiesmade available to Company.