Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. (a) Prior to the Chilean 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 the other Party reasonably requests (including reasonable access to such Party’s personnel), upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements of the other Party. (b) 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, financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Seller shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of Seller, including officers responsible for the Seller Financial Statements, the internal controls of Seller, and the disclosure controls and procedures of Seller and Seller’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Seller shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Seller shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of Seller, including officers responsible for the Seller Financial Statements, the internal controls of Seller, and the disclosure controls and procedures of Seller and Seller’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 6.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Seller shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective TimeEach Party shall, each Party and shall cause Newco to, permit the other Party and Newco 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 the other Party and Newco reasonably requests (including reasonable access to such Party’s personnel)requests; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further further, that neither Party nor any of their respective Subsidiaries nor Newco shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order Order, or Contract, Contract and the Parties will, and will cause Newco to, use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party or Newco shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements of the other PartyParty or Newco. (b) Each Party shall, and shall cause Newco to, and shall cause its and Newco’s Representatives to, maintain the confidentiality of all confidential information furnished to it by the other Party and Newco concerning its and its Subsidiaries’ businesses, operations, and financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements Agreement, 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 Chilean Effective Time, each Party and Newco shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other PartyParty and Newco. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily or materially with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, First South shall permit Carolina Financial’s senior officers and independent accountants to meet with the senior officers of First South, including officers responsible for the First South Financial Statements, the internal controls of First South, and the disclosure controls and procedures of First South and First South’s independent public accountants, to discuss such matters as Carolina Financial may deem reasonably necessary or appropriate for Carolina Financial to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement First South shall use its commercially reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to First South to preserve the confidentiality of the information relating to the First South Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have a First South Material Adverse Effect or a Carolina Financial Material Adverse Effect, as applicable. (e) Each Carolina Financial Entity shall, in accordance with Carolina Financial’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“Carolina Financial Security Program”), safeguard IIPI disclosed to that Carolina Financial Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any Carolina Financial Entity allows a third party to access such IIPI, Carolina Financial shall ensure that the third party safeguards that IIPI in accordance with a data security program substantially equivalent to the Carolina Financial Security Program. (f) Carolina Financial shall notify First South promptly (but in no event more than 24 hours) of any Data Incident. All Carolina Financial Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All Carolina Financial Entities shall cooperate fully with First South and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party Carolina Financial Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the Carolina Financial Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel), upon reasonable noticerequests; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, FFC shall permit SPAH’s senior officers and independent public accountants to meet with the respective senior officers of FFC, including officers responsible for the FFC Financial Statements, the internal controls of FFC and the disclosure controls and procedures of FFC and FFC’s independent public accountants to discuss such matters as SPAH may deem reasonably necessary or appropriate for SPAH to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. FFC shall permit Representatives of SPAH to attend meetings of FFC’s Board of Directors or any committee thereof as an observer, except that the Chief Executive Officer of SPAH may not attend, unless otherwise permitted by FFC, any portion of such meeting during which this Agreement and the transactions contemplated hereby are discussed or where litigation involving FFC is being discussed and counsel for FFC has advised FFC that the presence of SPAH representatives may jeopardize the attorney/client privilege. (b) Each In addition to each Party’s obligations pursuant to Section 8.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall 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 Partya material breach of any representation, directly warranty, covenant or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a FFC Material Adverse Effect or a SPAH Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, the Seller shall permit the Buyer’s senior officers and independent auditors to meet with the senior officers of the Seller, including officers responsible for Seller Financial Statements, the internal controls of the Seller, and the disclosure controls and procedures of the Seller and the Seller’s independent public accountants, to discuss such matters as the Buyer may deem reasonably necessary or appropriate for the Buyer to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement The Seller shall use its commercially reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to the Seller to preserve the confidentiality of the information relating to Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Mergers and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Seller shall permit Buyer's senior officers and independent auditors to meet with the senior officers of Seller, including officers responsible for the Seller Financial Statements, the internal controls of Seller, and the disclosure controls and procedures of Seller and Seller's independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party's obligations pursuant to Section 7.5(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Seller shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Seller shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of Seller, including officers responsible for the Seller Financial Statements and the internal controls of Seller and Seller’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Seller shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Touchstone shall permit FXNC’s senior officers and independent auditors to meet with the senior officers of Touchstone, including officers responsible for the Touchstone Financial Statements and the internal controls of Touchstone and Touchstone’s independent auditors, to discuss such matters as FXNC may deem reasonably necessary or appropriate for FXNC to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Touchstone shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Touchstone to preserve the confidentiality of the information relating to the Touchstone Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Touchstone Material Adverse Effect or a FXNC Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, Xxxxxx Chartered and Progressive each Party shall permit will keep the other Party advised of all material developments relevant to its business and to consummation of the transactions contemplated herein. Xxxxxx Chartered and Progressive each 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 as condition of the other Party as such party reasonably requests (including reasonable access to such Party’s personnel)deems necessary or advisable in connection with the transactions contemplated herein and in the Plan of Merger and the Bank Merger Agreement, upon reasonable notice; provided provided, however, that such investigation shall be reasonably related to the Transactions such transactions and shall not interfere unnecessarily with normal operations; . Xxxxxx Chartered and provided further that neither Party nor any of their respective Subsidiaries shall be required Progressive agree to provide access to or to disclose furnish the other and the other's advisors with such financial data and other information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to its business and properties as such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts other party shall from time to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applytime reasonably request. No investigation by a Party pursuant to this Section 4.5 shall affect or be deemed to modifymodify any representation or warranty made by, waive or otherwise affect the representationsconditions to the obligations to consummate the Merger and the Bank Merger of, warranties, covenants and agreements of the other Partyany party hereto. (b) Each Party party hereto shall, and shall cause its Representatives directors, officers, attorneys and advisors to, maintain the confidentiality of all confidential information furnished to it obtained in such investigation which is not otherwise publicly disclosed by the other Party concerning its and its Subsidiaries’ businessesparties, operations, financial positions and private said undertaking with respect to confidentiality to survive any termination of this Agreement pursuant to Section 6.1 hereof. Each party hereto shall hold all information of clients furnished by any other party or such other party's subsidiaries or representatives pursuant hereto in confidence to the extent required by by, and in accordance with, the provisions of the confidentiality agreement dated October 23, 1997 by and between Xxxxxx Chartered and Progressive (the "Confidentiality Agreement"). In the event of termination of this Agreement each party shall return to the furnishing party or destroy and certify the destruction of all information previously furnished in connection with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing Progressive shall give prompt notice to Xxxxxx Chartered, and Xxxxxx Chartered shall give prompt notice to Progressive, of (i) the occurrence, or failure to occur, of any material event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement shall give either Party, directly to be untrue or indirectly, inaccurate in any material respect any time from the right to control or direct the operations of the other Party prior date hereof to the Chilean Effective Time. Prior Closing Date and (ii) any material failure of Progressive or Xxxxxx Chartered, as the case may be, to the Chilean Effective Timecomply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each Party party shall exercise, consistent with and subject use all reasonable efforts to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsremedy such failure.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access requests, including, but not limited to, conducting any environmental assessment with respect to such Party’s personnel)any property; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily or materially with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, ASBB shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of ASBB, including officers responsible for the ASBB Financial Statements and the internal controls of ASBB and ASBB’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404, and 906 of the Sxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement ASBB shall use its commercially reasonable efforts to exercise, and shall not waive any of, its Rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to ASBB to preserve the confidentiality of the information relating to ASBB Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have an ASBB Material Adverse Effect or a Buyer Material Adverse Effect, as applicable. (e) Each Buyer Entity shall, in accordance with Buyer’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“Buyer’s Security Program”), safeguard IIPI disclosed to that Buyer Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any Buyer Entity allows a third party to access such IIPI, Buyer shall ensure that the third party safeguards that IIPI in accordance with a data security program substantially equivalent to the Buyer’s Security Program. (f) Buyer shall notify ASBB promptly (but in no event more than 24 hours) of any Data Incident. All Buyer Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All Buyer Entities shall cooperate fully with ASBB and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party Buyer Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the Buyer Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, BFTL shall permit Parent’s senior officers and independent auditors to meet with the senior officers of BFTL, including officers responsible for the BFTL Financial Statements and the internal controls of BFTL and BFTL’s independent auditors, to discuss such matters as Parent may deem reasonably necessary or appropriate for Parent to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement BFTL shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to BFTL to preserve the confidentiality of the information relating to the BFTL Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a BFTL Material Adverse Effect or a Parent Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Each Party hereto shall permit the other Party others reasonable access during normal business hours to make or cause to be made such investigation its and its respective Subsidiaries’ respective business and properties, books, contracts, records and personnel having material knowledge of the business and Properties transactions contemplated hereby; provided however that each Party may restrict the foregoing access to the extent that: (i) any law, treaty, rule or regulation of it and any governmental entity requires such Party or any of its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable to restrict or prohibit access to any such Party’s personnel), upon reasonable noticeproperties or information; provided that (ii) such investigation shall be reasonably related to the Transactions and shall transactions contemplated hereby; (iii) such access not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where (iv) such access or disclosure would reasonably likely to jeopardize the such Party’s attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applyprivilege. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. The Confidentiality Agreement shall apply with respect to the information furnished thereunder and other activities contemplated thereby. (b) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement, which are hereby reaffirmed and 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective TimeClosing, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (requests, including reasonable access but not limited to such Party’s personnel)conducting any environmental assessment with respect to any property; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily or materially with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, CLBH shall permit FBNC’s senior officers and independent auditors to meet with the senior officers of CLBH, including officers responsible for the CLBH Financial Statements and the internal controls of CLBH and CLBH’s independent public accountants, to discuss such matters as FBNC may deem reasonably necessary or appropriate for FBNC to satisfy its obligations under Sections 302, 404 and 906 of the Sxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement CLBH shall use its commercially reasonable efforts to exercise, and shall not waive any of, its Rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to CLBH to preserve the confidentiality of the information relating to the CLBH Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have a CLBH Material Adverse Effect or a FBNC Material Adverse Effect, as applicable. (e) Each FBNC Entity shall, in accordance with FBNC’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“FBNC’s Security Program”), safeguard IIPI disclosed to that FBNC Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any FBNC Entity allows a third party to access such IIPI, FBNC shall ensure that the third party safeguards that IIPI in accordance with a data security program substantially equivalent to the FBNC’s Security Program. (f) FBNC shall notify CLBH promptly (but in no event more than 24 hours) of any Data Incident. All FBNC Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All FBNC Entities shall cooperate fully with CLBH and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party FBNC Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the FBNC Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, CNC and GVTC will each Party shall permit keep the other Party advised of all material developments relevant to its and its Subsidiaries’ businesses and to consummation of the transactions contemplated herein. CNC and GVTC may make or cause to be made such reasonable investigation of the business and Properties of it and its Subsidiaries and of their respective financial and legal conditions as condition of the other Party as such party reasonably requests (including reasonable access to such Party’s personnel)deems necessary or advisable in connection with the transactions contemplated herein, upon reasonable notice; provided provided, however, that such investigation shall be reasonably related to such transactions and the Transactions party conducting such investigation shall use its reasonable best efforts to minimize any disruptions to the operations of the other party. Each of CNC and shall not interfere unnecessarily GVTC agrees to furnish the other and the other’s advisors with normal operations; such financial data and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose other information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to its business and properties as such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts other party shall from time to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applytime reasonably request. No investigation by a Party pursuant to this Section 5.3 or otherwise shall affect or be deemed to modifymodify any representation or warranty made by, waive or otherwise affect the representationsconditions to the obligations to consummate the Acquisition of, warranties, covenants and agreements of the other Partyany party hereto. (b) Each Party shallof CNC, GVTC and the GVTC Shareholders (each, the “Receiving Party”) will, and shall will use commercially reasonable efforts to cause its Representatives Affiliates, employees, representatives and agents to, maintain the confidentiality hold in strict confidence all Confidential Information of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other parties (each, the “Disclosing Party”), unless compelled to disclose the same by judicial or administrative process or, in the opinion of counsel, by other federal, state or local laws, rules or regulations; provided, however, that in either such case the Receiving Party will provide the Disclosing Party with prompt prior to notice thereof so that the Chilean Effective Time. Prior to Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions provisions of this AgreementSection 5.3(b). In the event that such protective order or other remedy is not obtained, complete control and supervision over its and its Subsidiaries’ respective operations.or the Disclosing Party waives compliance with the provisions hereof, the Receiving Party will furnish only that portion of Confidential Information which, in the written advice of the Receiving

Investigation and Confidentiality. (a) Prior to the Chilean 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 the other Party reasonably requests (including reasonable access to such Party’s 's personnel), upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements of the other Party. (b) 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, financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean 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 its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Seller shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of Seller, including officers responsible for the Seller Financial Statements, the internal controls of Seller and the disclosure controls and procedures of Seller and Seller’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement and the Buyer Confidentiality Agreement, which are hereby reaffirmed, and incorporated by reference herein, each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Seller shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access requests, including, but not limited to, conducting any environmental assessment with respect to such Party’s personnel)any property; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily or materially with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, CBG shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of CBG, including officers responsible for the CBG Financial Statements and the internal controls of CBG and CBG’s independent accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404, and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement CBG shall use its commercially reasonable efforts to exercise, and shall not waive any of, its Rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to CBG to preserve the confidentiality of the information relating to CBG Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have an CBG Material Adverse Effect or a Buyer Material Adverse Effect, as applicable. (e) Each Buyer Entity shall, in accordance with Buyer’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“Buyer’s Security Program”), safeguard IIPI disclosed to that Buyer Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any Buyer Entity allows a third party to access such IIPI, Buyer shall ensure that the third party safeguards that IIPI in accordance with a data security program substantially equivalent to the Buyer’s Security Program. (f) Buyer shall notify CBG promptly (but in no event more than 24 hours) of any Data Incident. All Buyer Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All Buyer Entities shall cooperate fully with CBG and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party Buyer Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the Buyer Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Each Party hereto shall permit the other Party others reasonable access during normal business hours to make or cause to be made such investigation its and its Subsidiaries’ respective business and properties, books, contracts, records and personnel having material knowledge of the business and Properties transactions contemplated hereby, provided however that each Party may restrict the foregoing access to the extent that (i) any law, treaty, rule or regulation of it and any governmental entity requires such Party or any of its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable to restrict or prohibit access to any such Party’s personnel), upon reasonable notice; provided that properties or information, (ii) such investigation shall be reasonably related to the Transactions and shall transactions contemplated hereby, (iii) such access not interfere unnecessarily with normal operations; operations and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where (iv) such access or disclosure would reasonably likely to jeopardize the such Party’s attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applyprivilege. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. The Confidentiality Agreement shall apply with respect to the information furnished thereunder and other activities contemplated thereby. (b) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement, which are hereby reaffirmed and 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior FFKY agrees that upon reasonable notice and subject to applicable Laws relating to the Chilean exchange of information, FFKY shall afford CBIN and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time prior to the Effective TimeTime to FFKY’s and FFKY’s Subsidiaries’ books, each Party records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel and to such other information relating to them as CBIN may reasonably request and, during such period, shall permit from time to time furnish promptly to CBIN all information concerning the other Party to make or cause to be made such investigation business, properties and personnel of the business and Properties of it FFKY and its Subsidiaries and of their respective financial and legal conditions as the other Party CBIN may reasonably requests (including reasonable access to such Party’s personnel), upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements of the other Partyrequest. (b) Each Party shallNo investigation by CBIN or its representatives shall be deemed to modify or waive any representation, and shall cause its Representatives towarranty, maintain covenant or agreement of FFKY set forth in this Agreement, or the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, financial positions and private information of clients conditions to the extent required by respective obligations of CBIN and in accordance with the Confidentiality Agreements and shall not use such information for any purpose except in furtherance of FFKY to consummate the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Partyhereby. (c) Nothing Each Party will hold, and will cause its respective Affiliates and their respective officers, directors, employees, agents and 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 Regulatory Authorities) or by other requirements of Law, all confidential documents and confidential or proprietary information concerning the other Party gathered from the other Party, or their respective officers, directors, employees, agents 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 obligation. Except as required by Law, no Party will disclose or otherwise provide any such confidential or proprietary documents or information to any other Person, except to the Party’s auditors, Representatives and other consultants and advisors who need such documents or information in connection with this Agreement and the transactions contemplated hereby, and the Parties agree to cause each of the foregoing to be subject to and bound by the confidentiality provisions hereof. CBIN, YCB and their Affiliates shall not be bound by any restrictions on confidentiality contained in this Agreement shall give either Party, directly or indirectly, Section 8.6 from and after the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsClosing Date.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, Lanxide and Commodore each Party shall permit will keep the other Party advised of all material developments relevant to its business and to the consummation of the Merger and may make or cause to be made such investigation investigation, if any, of the business and Properties properties of it the other Party and its Subsidiaries and of their respective financial and legal conditions condition as the Lanxide or Commodore reasonably deems necessary or advisable to familiarize itself and its advisers with such business, properties, and other Party reasonably requests (including reasonable access to such Party’s personnel)matters, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; . Lanxide and provided further that neither Commodore each agrees to furnish the other Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose and the other Party's advisers with such 48 50 financial and operating data and other information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Lawits businesses, Order or Contractproperties, and employees as Lanxide or Commodore shall from time to time reasonably request. Commodore shall deliver to Lanxide any Subsequent Commodore SEC Document promptly upon the Parties will use their reasonable efforts filing thereof with the SEC, and Lanxide shall deliver to make appropriate substitute disclosure arrangements, to Commodore any Subsequent Lanxide SEC Document promptly upon the extent practicable, in circumstances in which filing thereof with the restrictions of the preceding sentence applySEC. No investigation by a one Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants representations and agreements warranties of the other Party. (b) , and until the Effective Time each such representation and warranty shall survive any such investigation. Each Party shall, and shall cause its Representatives directors, officers, employees, advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businessessuch other Party's business, operations, and financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements condition 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior Letchworth and Trustco each will keep the other advised of all material developments relevant to its business and to the Chilean Effective Time, consummation of the transactions contemplated herein and in the Plan of Merger. Trustco and Letchworth 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 as condition of the other Party as such party reasonably requests (including reasonable access to such Party’s personnel)deems necessary or advisable in connection with the transactions contemplated herein and in the Plan of Merger, upon reasonable notice; provided provided, however, that such investigation shall be reasonably related to the Transactions such transactions and shall not interfere unnecessarily with normal operations; . Trustco and provided further that neither Party nor any of their respective Subsidiaries shall be required Letchworth agree to provide access to or to disclose furnish the other and the other's advisors with such financial data and other information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to its business and properties as such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts other party shall from time to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applytime reasonably request. No investigation by a Party pursuant to this Section 4.5 shall affect or be deemed to modifymodify any representation or warranty made by, waive or otherwise affect the representationsconditions to the obligations to consummate the Merger of, warranties, covenants and agreements of the other Partyany party hereto. (b) Each Party Letchworth and Trustco shall, and shall cause its Representatives their respective Subsidiaries and each of their respective directors, officers, attorneys and advisors to, maintain the confidentiality of all confidential information furnished to it obtained in such investigation which is not otherwise publicly disclosed by the other Party concerning its parties, said undertaking with respect to confidentiality to survive any termination of this Reorganization Agreement pursuant to Section 6.1 hereof. Letchworth and its Subsidiaries’ businesses, operations, financial positions and private Trustco shall hold all information furnished by the other party or any of clients such party's Subsidiaries or representatives pursuant to this Section 4.5 in confidence to the extent required by by, and in accordance with, the provisions of the confidentiality agreement executed between Letchworth and Trustco in January 1999 (the "Confidentiality Agreement"). In the event of termination of this Agreement each party shall return to the furnishing party or destroy and certify the destruction of all information previously furnished in connection with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, CNC and GVTC will each Party shall permit keep the other Party advised of all material developments relevant to its and its Subsidiaries’ businesses and to consummation of the transactions contemplated herein. CNC and GVTC may make or cause to be made such reasonable investigation of the business and Properties of it and its Subsidiaries and of their respective financial and legal conditions as condition of the other Party as such party reasonably requests (including reasonable access to such Party’s personnel)deems necessary or advisable in connection with the transactions contemplated herein, upon reasonable notice; provided provided, however, that such investigation shall be reasonably related to such transactions and the Transactions party conducting such investigation shall use its reasonable best efforts to minimize any disruptions to the operations of the other party. Each of CNC and shall not interfere unnecessarily GVTC agrees to furnish the other and the other’s advisors with normal operations; such financial data and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose other information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to its business and properties as such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts other party shall from time to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applytime reasonably request. No investigation by a Party pursuant to this Section 5.3 or otherwise shall affect or be deemed to modifymodify any representation or warranty made by, waive or otherwise affect the representationsconditions to the obligations to consummate the Acquisition of, warranties, covenants and agreements of the other Partyany party hereto. (b) Each Party shallof CNC, GVTC and the GVTC Shareholders (each, the “Receiving Party”) will, and shall will use commercially reasonable efforts to cause its Representatives Affiliates, employees, representatives and agents to, maintain the confidentiality hold in strict confidence all Confidential Information of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businesses, operations, financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other parties (each, the “Disclosing Party”), unless compelled to disclose the same by judicial or administrative process or, in the opinion of counsel, by other federal, state or local laws, rules or regulations; provided, however, that in either such case the Receiving Party will provide the Disclosing Party with prompt prior notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 5.3(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions hereof, the Receiving Party will furnish only that portion of Confidential Information which, in the written advice of the Receiving Party’s counsel, is required, and the Receiving Party will exercise reasonable efforts to ensure that confidential treatment will be accorded such of the disclosed Confidential Information as the Disclosing Party so designates. The Receiving Party will not otherwise disclose Confidential Information to any Person, except with the consent of the Disclosing Party. In the event that the Acquisition is not consummated, the Receiving Party will promptly return all Confidential Information to the Chilean Effective TimeDisclosing Party. Prior to For the Chilean Effective Timepurposes hereof, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.“

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, Independence shall permit Parent’s senior officers and independent auditors to meet with the senior officers of Independence, including officers responsible for the Independence Financial Statements and the internal controls of Independence and Independence’s independent public accountants, to discuss such matters as Parent may deem reasonably necessary or appropriate for Parent to satisfy its obligations under applicable Laws. (b) Each In addition to each Party’s obligations pursuant to Section 7.5(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Independence shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Independence to preserve the confidentiality of the information relating to the Independence Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave an Independence Material Adverse Effect or a Parent Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access requests, including, but not limited to, conducting any environmental assessment with respect to such Party’s personnel)any property; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily or materially with normal operations; , and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to no environmental assessment by Buyer, or to disclose information where such access or disclosure would jeopardize the attorney-client by consultants or other privilege with respect to such information or contravene any Law, Order or Contract, and parties acting on Buyer’s behalf shall include the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions sampling of the preceding sentence applysoil, groundwater, surface water, indoor air, soil vapor or sub-slab vapor of a property without GSB’s prior written permission. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, GSB shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of GSB, including officers responsible for the GSB Financial Statements and the internal controls of GSB and GSB’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404, and 906 of the Xxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements (“Confidential Information”) and shall not use such information Confidential Information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information Confidential Information received from the other Party. (c) Nothing contained in this Agreement GSB shall use its commercially reasonably efforts to exercise, and shall not waive any of, its Rights under, confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to GSB to preserve the confidentiality of the information relating to GSB Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have a GSB Material Adverse Effect or a Buyer Material Adverse Effect, as applicable. (e) Each Buyer Entity shall, in accordance with Buyer’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“Buyer’s Security Program”), safeguard IIPI and Confidential Information disclosed to that Buyer Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any Buyer Entity allows a third party to access such IIPI and Confidential Information, Buyer shall ensure that the third party safeguards that IIPI and Confidential Information in accordance with a data security program substantially equivalent to the Buyer’s Security Program. (f) Buyer shall notify GSB promptly (but in no event more than 24 hours) of any Data Incident. All Buyer Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All Buyer Entities shall cooperate fully with GSB and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party Buyer Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the Buyer Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access requests, including, but not limited to, conducting any environmental assessment with respect to such Party’s personnel)any property; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party.. Between the date hereof and the Effective Time, Clover shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of Clover, including officers responsible for the Clover Financial Statements and the internal controls of Clover and Clover’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404, and 906 of the Xxxxxxxx-Xxxxx Act (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Clover shall use its commercially reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Clover to preserve the confidentiality of the information relating to Clover Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have a Clover Material Adverse Effect or a Buyer Material Adverse Effect, as applicable. (e) Each Buyer Entity shall, in accordance with Buyer’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“Buyer’s Security Program”), safeguard IIPI disclosed to that Buyer Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any Buyer Entity allows a third party to access such IIPI, Buyer shall ensure that the third party safeguards that IIPI in accordance with a data security program substantially equivalent to the Buyer’s Security Program. (f) Buyer shall notify Clover promptly (but in no event more than twenty-four (24) hours) of any Data Incident. All Buyer Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All Buyer Entities shall cooperate fully with Clover and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party Buyer Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the Buyer Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party the Company shall keep Parent advised of all material developments relevant to its business and to consummation of the Merger and shall permit the other Party Parent to make or cause to be made such investigation of the business and Properties properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party Parent reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. (b) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement, which is hereby reaffirmed and 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, operations and financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly upon the written request of the other Party or Parties hereto return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in From the date hereof until the Effective Time or the earlier termination of this Agreement shall give either PartyAgreement, directly or indirectlyupon reasonable notice and subject to applicable laws relating to the exchange of information, the right Company shall, and shall cause each of the Subsidiaries to, afford to control the Representatives of Parent, during normal business hours in a manner so as not to have interfered with the normal business operations of the Company or direct its Subsidiaries, reasonable access to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other representatives. (d) Each Party agrees to give the operations 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 other Party prior or which has had or is reasonably likely to the Chilean Effective Time. Prior to the Chilean Effective Timehave a Company Material Adverse Effect or a Parent Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and the consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access requests, including, but not limited to, conducting any environmental assessment with respect to such Party’s personnel)any property; provided, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily or materially with normal operations; , and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to no environmental assessment by Buyer, or to disclose information where such access or disclosure would jeopardize the attorney-client by consultants or other privilege with respect to such information or contravene any Law, Order or Contract, and parties acting on Buyer’s behalf shall include the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions sampling of the preceding sentence applysoil, groundwater, surface water, indoor air, soil vapor or sub-slab vapor of a property without GSB’s prior written permission. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. Between the date hereof and the Effective Time, GSB shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of GSB, including officers responsible for the GSB Financial Statements and the internal controls of GSB and GSB’s independent public accountants, to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302, 404, and 906 of the Sxxxxxxx-Xxxxx Act. (b) Each In addition to each Party’s obligations pursuant to Section 7.6(a), each Party shall, and shall cause its Representatives advisors 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements (“Confidential Information”) and shall not use such information Confidential Information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information Confidential Information received from the other Party. (c) Nothing contained in this Agreement GSB shall use its commercially reasonably efforts to exercise, and shall not waive any of, its Rights under, confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to GSB to preserve the confidentiality of the information relating to GSB Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant, or indirectly, the right to control or direct the operations agreement of the other Party or which has had or is reasonably likely to have a GSB Material Adverse Effect or a Buyer Material Adverse Effect, as applicable. (e) Each Buyer Entity shall, in accordance with Buyer’s comprehensive written data security program established and maintained pursuant to 15 U.S.C. § 6801 and regulations promulgated thereunder (“Buyer’s Security Program”), safeguard IIPI and Confidential Information disclosed to that Buyer Entity pursuant to this Agreement or in connection with the transactions contemplated hereby. In the event that any Buyer Entity allows a third party to access such IIPI and Confidential Information, Buyer shall ensure that the third party safeguards that IIPI and Confidential Information in accordance with a data security program substantially equivalent to the Buyer’s Security Program. (f) Buyer shall notify GSB promptly (but in no event more than 24 hours) of any Data Incident. All Buyer Entities shall promptly take all actions that are necessary and advisable to correct, mitigate, and prevent recurrence of the Data Incident. All Buyer Entities shall cooperate fully with GSB and its designees in all reasonable efforts to investigate the Data Incident. (g) If this Agreement is terminated prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party Buyer Entity shall exercisepromptly return or dispose of, consistent and certify the return or disposal, of all IIPI received by the Buyer Entity in connection with and subject to the terms and conditions of this Agreement, complete control . Any disposal of such IIPI must be performed in a manner that ensures that the IIPI is rendered permanently unreadable and supervision over its and its Subsidiaries’ respective operationsunrecoverable.

Investigation and Confidentiality. (a) Prior to the Chilean 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 properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; . (b) Except as may be required by applicable law or legal process, and provided further that neither 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 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 in connection with the transactions contemplated hereby (whether so obtained before or after the execution hereof) until such time as the Party providing such information consents to its disclosure or such information becomes otherwise publicly available. Promptly following any termination of this Agreement, each of the Parties agrees to use its commercially reasonable efforts to cause its respective directors, officers, employees and representatives to destroy or return to the providing party all such nonpublic information (including work papers and other material retrieved therefrom), including all copies thereof. Each Party shall, and shall cause its 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 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, or is reasonably likely to represent, either a Material breach of any representation, warranty, covenant or agreement of the other Party or which has had or is reasonably likely to have a Material Adverse Effect on the other Party. (d) Neither Party nor any of their respective its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or other similar privilege with respect to such information or contravene any Law, Order rule, regulation, Order, judgment, decree, fiduciary duty or Contract, and agreement entered into prior to the date of this Agreement. The Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements of the other Party. (e) Notwithstanding subsection (b) Each of this Section 7.5 or any other written or oral understanding or agreement to which the Parties are parties or by which they are bound, the Parties acknowledge and agree that any obligations of confidentiality contained herein and therein that relate to the tax treatment and tax structure of the Merger (and any related transaction or arrangements) have not applied from the commencement of discussions between the Parties and will not hereafter apply to the Parties; and each Party shall(and each of its employees, representatives, or other agents) may disclose to any and shall cause all persons, without limitation of any kind, the tax treatment and tax structure of the Merger and all materials of any kind that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulation Section 1.6011-4; provided, however, that each Party recognizes that the other Party has a right to maintain, in its Representatives tosole discretion, maintain any privilege that would protect the confidentiality of all a communication relating to the Merger, including a confidential information furnished communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code and that such privilege is not intended to it be affected by the other Party concerning its and its Subsidiaries’ businesses, operations, financial positions and private information of clients foregoing. These principles are meant to be interpreted so as to prevent the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received Merger from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and being treated as offered under “conditions of this Agreement, complete control confidentiality” within the meaning the Treasury Regulations promulgated under Internal Revenue Code Sections 6011 and supervision over its and its Subsidiaries’ respective operations6111(d)(2).

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Parties advised of all material developments relevant to its business and to consummation of the Merger and shall permit the other Party Parties to make or cause to be made such investigation of the business and Properties properties of it and its Subsidiaries and of their respective financial and legal conditions as the any other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither . No Party 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 such Party's customers, jeopardize the any attorney-client or other privilege with respect to such information or contravene any Law, Order rule, regulation, Order, judgment, decree, fiduciary duty or Contract, and binding agreement entered into prior to the date of this Agreement. The Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in arrangements under circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party or its respective Representatives shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants representations and agreements warranties of the any other Party. (b) Each Party shallwill hold, and shall will cause its respective Affiliates and their respective officers, directors, employees, agents and Representatives toto hold, maintain in strict confidence, unless compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the confidentiality necessary Consents of Regulatory Authorities) or by other requirements of Law, all confidential documents and confidential or proprietary information furnished to it by concerning the other Party concerning its and its Subsidiaries’ businessesParties gathered from the other Parties, operationsor their respective officers, financial positions and private information of clients directors, employees, agents 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 required by Law, no Party will disclose or otherwise provide any such confidential or proprietary documents or information to any other Person, except to the Party's auditors, Representatives and other consultants and advisors who need such documents or information in accordance connection with this Agreement and the Confidentiality Agreements transactions contemplated hereby, and shall not use the Parties agree to cause each of the foregoing to be subject to and bound by the confidentiality provisions hereof. Any such confidential or proprietary information for any purpose except will be used only in furtherance connection with an analysis of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean 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 or its Representative to make or cause to be made such investigation of the its business and Properties properties (including that of it and its Subsidiaries Subsidiaries) and of their respective financial its financial, Tax and legal conditions condition as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided provided, that such investigation shall be reasonably related to the Transactions and transactions contemplated hereby, shall not interfere unnecessarily with normal operations; , and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence applyconducted during normal business hours. No investigation by a any Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements ability of the other Parties to rely on the representations and warranties of such Party. Between the date hereof and the Effective Time, subject to the other Party’s prior written consent (which consent shall not be unreasonably withheld), each Party shall permit the other Party’s senior officers, outside counsel and independent auditors to meet with the senior officers of such Party, including officers responsible for financial statements, internal controls and disclosure controls and procedures, to discuss such matters. (b) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement, which are hereby reaffirmed and 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return destroy or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement Seller shall use its reasonable efforts to exercise, and to not waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant or indirectly, the right to control or direct the operations agreement of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Timeor which may constitute a Seller Material Adverse Effect or a Buyer Material Adverse Effect, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsas applicable.

Investigation and Confidentiality. (a) Prior to the Chilean 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 properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants representations and agreements warranties of the other Party. (b) Each In addition to the Parties' respective obligations under the Confidentiality Agreement, which is hereby reaffirmed and 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. In the event that a Party is required by applicable law or valid court process to disclose any such confidential information then such Party shall provide the other Party with prompt written notice of any such requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with this Section 8.6. If in the absence of a protective order or other remedy or the receipt of a waiver by the other Party, a Party is nonetheless, in the written opinion of counsel, legally compelled to disclose any such confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, a Party may, without liability hereunder, disclose to such tribunal only that portion of the confidential information which such counsel advises such Party is legally required to be disclosed, provided that such disclosing Party use its best efforts to preserve the confidentiality of such confidential information, including without limitation, by cooperating with the other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such confidential information by such tribunal. If this Agreement is terminated prior to the Chilean Effective Time, upon request of the other Party, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement GHC shall use its reasonable efforts to exercise its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to GHC to preserve the confidentiality of the information relating to the GHC Entities provided to such Persons and their Affiliates and Representatives. (d) 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 Partya material breach of any representation, directly warranty, covenant or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or is reasonably likely to have a GHC Material Adverse Effect or a CCBG Material Adverse Effect, as applicable. (e) Upon request of the Chilean Effective Time. Prior other Party, GHC shall request within 10 days of the date hereof, that all third parties that received confidential information regarding GHC or FNBGC within the last 12 months in connection with a possible sale transaction involving GHC or FNBGC promptly return such confidential information to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsGHC or FNBGC.

Investigation and Confidentiality. (a) Prior to the Chilean 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 properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel), upon reasonable notice; notice and during normal business hours, provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. (b) Each In addition to the Parties’ respective obligations under the Confidentiality Agreement, which is hereby reaffirmed and 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, operations and financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall 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 Partya material breach of any representation, directly warranty, covenant or indirectly, the right to control or direct the operations agreement of the other Party prior or which has had or would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the Chilean Effective Time. Prior to obligations of the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of parties under this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party Seller shall permit the other Party to make or cause to be made such investigation of the business Purchasers and Properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including representatives reasonable access to such Party’s personnel)the properties and personnel of the Bank and shall disclose and make available to the Purchasers and their representatives, upon Purchaser’s reasonable notice; request, all the Bank’s books, papers, and records, provided that such investigation access and any such reasonable request shall be reasonably related to the Transactions and shall transactions contemplated by this Agreement and, in the reasonable opinion of Seller, will not unduly interfere unnecessarily with normal operations; and provided further that neither Party nor any operations or constitute a waiver of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect privilege. Seller shall cause the Bank to such information or contravene any Lawmake its directors, Order or Contractofficers, employees, and authorized representatives (including counsel and independent public accountants) available to confer with the Parties will use Purchasers and their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants and agreements of the other Partyrepresentatives. (b) Each All information furnished in connection with the transactions contemplated by this Agreement or pursuant to this Agreement shall be treated as the sole property of the Party shallfurnishing the information until the Closing. If the Closing does not occur, the Party receiving the information shall (i) either destroy or return to the Party that furnished such information any and all documents or other materials containing, reflecting, or referring to such information, (ii) use its best efforts to keep confidential all such information, 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, financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements and shall (iii) not directly or indirectly use such information for any purpose except in furtherance of competitive or other commercial purposes. The obligation to keep such information confidential shall continue for three (3) years from the transactions contemplated by this Agreement. If date this Agreement is terminated but shall not apply to (i) any information which (x) the Party receiving the information can establish was already in its possession prior to the Chilean Effective Time, each disclosure thereof by the Party shall promptly return furnishing the information; (y) was then generally known to the public; or certify (z) became known to the destruction of all documents and copies and extracts thereof and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations public through no fault of the other Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that the Party that is the subject of any such legal requirement or order shall use its best efforts to give the furnishing Party at least ten (10) business days prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsnotice thereof.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, Lanxide and Commodore each Party shall permit will keep the other Party advised of all material developments relevant to its business and to the consummation of the Merger and may make or cause to be made such investigation investigation, if any, of the business and Properties properties of it the other Party and its Subsidiaries and of their respective financial and legal conditions condition as the Lanxide or Commodore reasonably deems necessary or advisable to familiarize itself and its advisers with such business, properties, and other Party reasonably requests (including reasonable access to such Party’s personnel)matters, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; . Lanxide and provided further that neither Commodore each agrees to furnish the other Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose and the other Party's advisers with such financial and operating data and other information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Lawits businesses, Order or Contractproperties, and employees as Lanxide or Commodore shall from time to time reasonably request. Commodore shall deliver to Lanxide any Subsequent Commodore SEC Document promptly upon the Parties will use their reasonable efforts filing thereof with the SEC, and Lanxide shall deliver to make appropriate substitute disclosure arrangements, to Commodore any Subsequent Lanxide SEC Document promptly upon the extent practicable, in circumstances in which filing thereof with the restrictions of the preceding sentence applySEC. No investigation by a one Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants representations and agreements warranties of the other Party. (b) , and until the Effective Time each such representation and warranty shall survive any such investigation. Each Party shall, and shall cause its Representatives directors, officers, employees, advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries’ businessessuch other Party's business, operations, and financial positions and private information of clients to the extent required by and in accordance with the Confidentiality Agreements condition 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Investigation and Confidentiality. (a) Prior to the Chilean Effective Time, each Party shall keep the other Party advised of all material developments relevant to its business and to consummation of the First Step Merger and shall permit the other Party to make or cause to be made such investigation of the business and Properties properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests (including reasonable access to such Party’s personnel)requests, upon reasonable notice; provided that such investigation shall be reasonably related to the Transactions transactions contemplated hereby and shall not interfere unnecessarily with normal operations; and provided further that neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Law, Order or Contract, and the Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. No investigation by a Party shall be deemed to modify, waive or otherwise affect the representations, warranties, covenants ability of such Party to rely on the representations and agreements warranties of the other Party. (b) Each Crescent agrees to keep and hold all information gathered pursuant to this Agreement, or prior hereto, in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement entered into between Crescent and Futurus prior to the date of this Agreement (the “Confidentiality Agreement”). In addition to the Parties’ respective obligations under the Confidentiality Agreement, which are hereby reaffirmed and 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 private information of clients to the extent required by and in accordance with the Confidentiality Agreements 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 Chilean Effective Time, each Party shall promptly return or certify the destruction of all documents and copies and extracts thereof thereof, and all work papers containing confidential information received from the other Party. (c) Nothing contained Futurus, Futurus Bank and their respective directors, officers, employees, agents, advisors or representatives have entered into confidentiality agreements with other Persons that expressed an interest in this Agreement acquiring Futurus and/or Futurus Bank or an interest therein on terms substantially similar to those in the Confidentiality Agreement. Futurus and Futurus Bank shall give either Partypromptly notify Crescent of any breach or attempted breach of any such confidentiality agreement by Futurus, directly Futurus Bank or indirectlyany other Person and, the right upon Crescent’s direction and/or with Crescent’s consent, shall enforce, and shall cause their respective directors, officers, employees, agents, advisors, and representatives to control enforce, all rights and exercise all remedies for any such breach or direct the operations attempted breach of the other Party prior to the Chilean Effective Time. Prior to the Chilean Effective Time, each Party shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationssuch confidentiality agreements by any Person.