Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. Prior to the Effective Date, each Warrantor will keep the other Warrantor promptly 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, if any, of the business, properties, operations and financial and legal condition of the other Warrantor and its Subsidiaries as such Warrantor reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor in accordance with the terms of the confidentiality agreement dated December 9, 2005 between the Warrantors (the “Confidentiality Agreement”).

Investigation and Confidentiality. (a) Prior to the Effective DateTime, each Warrantor will Seller shall keep the other Warrantor promptly Buyer advised of all material developments relevant to its business and to the consummation of the Merger and may shall permit Buyer or its Representative to make or cause to be made such investigationinvestigation of its business and properties (including that of its Subsidiaries) and of its financial, if any, of the business, properties, operations and financial tax and legal condition of the other Warrantor and its Subsidiaries as such Warrantor Buyer reasonably deems necessary or advisable to familiarize itself and its advisors with such businessrequests, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and hereby, shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor , and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably requestbe conducted during normal business hours. No investigation by one Warrantor Buyer shall affect the ability of Buyer to rely on the representations and warranties of Seller. Between the other Warrantor anddate hereof and the Effective Time, subject Seller shall permit Buyer’s senior officers, outside counsel and independent auditors to Section 9.3 meet with the senior officers of this 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. (b) In addition to the Parties’ respective obligations under the Confidentiality Agreement, which are hereby reaffirmed and adopted, and incorporated by reference herein, each such representation Party shall, and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning cause its advisers and implementation, including, but not limited agents to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in accordance with the terms furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party. (c) 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 a material breach of any representation, warranty, covenant or agreement dated December 9of the other Party or which has had or is reasonably likely to have a Seller Material Adverse Effect or a Buyer Material Adverse Effect, 2005 between the Warrantors (the “Confidentiality Agreement”)as applicable.

Investigation and Confidentiality. (a) Prior to the Effective Date, each Warrantor TSH will keep the other Warrantor IBKC promptly advised of all material developments which may reasonably result in a Material Adverse Effect relevant to its business and to the consummation of the Merger Merger, and IBKC may make or cause to be made such investigation, if any, of the business, properties, operations and financial and legal condition of the other Warrantor TSH and its Subsidiaries as such Warrantor IBKC reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and conditionMaterial Adverse Effect; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. . (b) Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby, or any Acquisition Proposal. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor in accordance with the terms of the confidentiality agreement dated December 9October 4, 2005 2013 between the Warrantors (the “Confidentiality Agreement”).

Investigation and Confidentiality. Prior to the Effective Date, each Warrantor will keep the other Warrantor promptly 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, if any, of the business, properties, operations and financial and legal condition of the other Warrantor and its Subsidiaries as such Warrantor reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor in accordance with the terms of the confidentiality agreement dated December 9January 17, 2005 2011 between the Warrantors (the “Confidentiality Agreement”).

Investigation and Confidentiality. (a) Prior to the Effective DateTime, each Warrantor Party will keep the other Warrantor promptly Party advised of all material Material developments relevant to its business and to the consummation of the Merger and may shall permit the other Party to make or cause to be made such investigation, if any, investigation of the business, properties, operations business and properties of it and its Subsidiaries and of their respective financial and legal condition of conditions as the other Warrantor and its Subsidiaries as such Warrantor Party reasonably deems necessary or advisable to familiarize itself and its advisors with such businessrequests, properties, operations and condition; provided, however, provided that such investigation shall be reasonably related to the transactions transaction contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor a Party shall affect the representations and warranties of the other Warrantor andParty. (b) Each Party shall, subject and shall cause its advisers and agents to, maintain the confidentiality of all Confidential Information furnished to Section 9.3 it by any other Party concerning its and its Subsidiaries’ businesses, operations and financial condition 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 uses 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 Effective Time, each such representation Party shall promptly return all documents and warranty shall survive any such investigation. copies thereof and all work papers containing Confidential Information received from the other Party. (c) Each Warrantor Party agrees to furnish give the other Warrantor with all information necessary Party notice as soon as practicable after any determination by it of any fact or occurrence relating to expedite pre-conversion planning the other Party which it has discovered through the course of its investigation and implementationwhich represents, includingor is reasonably likely to represent, but not limited toeither a Material breach of any representation, all things necessarywarranty, proper covenant or advisable under applicable laws and regulations agreement of the other Party or which has had or is reasonably likely to plan, make effective and consummate systems and branch conversions. Notwithstanding have a Material Adverse Effect on the foregoing, neither party hereto other Party. (d) 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 violate its attorney-client privilege or violate or prejudice the rights of any customer its customers, jeopardize the attorney-client or similar privilege with respect to such information or contravene any lawLaw, rule, regulation, order or Order, judgment, nor decree, fiduciary duty or agreement entered into prior to disclose board minutes of any confidential discussion the date of this Agreement and Agreement. The Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the transactions contemplated hereby. Each Warrantor shall maintain extent practicable, in circumstances in which the confidentiality of all confidential information furnished to it by the other Warrantor in accordance with the terms restrictions of the confidentiality agreement dated December 9, 2005 between the Warrantors (the “Confidentiality Agreement”)preceding sentence apply.

Investigation and Confidentiality. (a) Prior to the Effective DateTime, each Warrantor IBKC and AHB will keep the other Warrantor promptly 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, if any, of the business, properties, operations and financial and legal condition of the other Warrantor party and its Subsidiaries subsidiaries as such Warrantor party reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor IBKC and AHB each agrees to furnish to the other Warrantor party and the other Warrantorparty’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor party shall from time to time reasonably request. No investigation by one Warrantor party shall affect the representations and warranties of the other Warrantor party and, subject to Section 9.3 6.2 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor party agrees to furnish the other Warrantor party with all information necessary to expedite pre-conversion planning and implementation, implementation including, but not limited to, all things necessarydata processing, proper or advisable under applicable laws file layout, product mapping, customer identification and regulations to plannotification, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated herebyother conversion related activities. Each Warrantor party shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor party in accordance with the terms of the confidentiality agreement dated December 9August 11, 2005 2004, between the Warrantors parties (the “Confidentiality Agreement”). (b) Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities law, each party to this Agreement (and each employee, representative, or other agent of such party) may (i) consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transaction and (ii) disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to any facts relevant to the U.S. federal income tax of the transaction and does not include information relating to the identity of the parties.

Investigation and Confidentiality. (a) Prior to the Effective DateTime, Mutual, Holding and Principal each Warrantor will keep the other Warrantor promptly Coventry advised of all material developments relevant to its business the Mutual Indemnity Business and the 62 Principal Assets and to the consummation of the Merger transactions contemplated by this Agreement and may make or cause to be made such investigation, if any, of the business, properties, operations business and properties of Coventry and the Coventry Subsidiaries and of their respective financial and legal condition of the other Warrantor and its Subsidiaries as such Warrantor Mutual or Principal reasonably deems necessary or advisable to familiarize itself and its advisors advisers with such business, properties, operations and condition; providedother matters, however, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor Principal agrees to furnish the other Warrantor Coventry and the other Warrantor’s respective advisors Coventry's advisers with such financial and operating data and other information with respect to its businessbusinesses, properties properties, and employees as the other Warrantor Coventry shall from time to time reasonably request. No investigation by one Warrantor Coventry shall affect the representations and warranties of the other Warrantor andMutual, subject to Section 9.3 of this AgreementHolding and Principal made hereunder. Coventry shall, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning cause its advisers and implementation, including, but not limited agents to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor Mutual, Holding and Principal concerning their respective business, operations, and financial condition and shall not use such information for any purpose except in accordance with the terms furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, Coventry shall promptly return all documents and copies thereof, and all work papers containing confidential information received from Mutual, Holding and Principal. (b) Prior to the Effective Time, Coventry will keep Mutual and Principal advised of all material developments relevant to its business and to consummation of the transactions contemplated by this Agreement and make or cause to be made such investigation, if any, of the Mutual Indemnity Business, Principal Assets and business and properties of Principal and the Principal Subsidiaries and of their respective financial and legal condition as Coventry reasonably deems necessary or advisable to familiarize itself and its advisers with such business, properties, and other matters, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Coventry agrees to furnish Mutual's and Principal's advisers with such financial and operating data and other information with respect to its businesses, properties, and employees as either Mutual or Principal shall from time to time reasonably request. No investigation by either Mutual or Principal shall affect the representations and warranties of Coventry. Mutual and Principal shall, and shall cause its advisers and agents to, maintain the confidentiality agreement dated December 9of all confidential information furnished to it by Coventry concerning its business, 2005 between operations, and financial condition and shall not use such information for any purpose except in furtherance of the Warrantors (transactions contemplated by this Agreement. If this Agreement is terminated prior to the “Confidentiality Agreement”)Effective Time, Mutual and Principal shall promptly return all documents and copies thereof, and all work papers containing confidential information received from Coventry.

Investigation and Confidentiality. Prior (a) The Company shall permit Parent to the Effective Date, each Warrantor will keep the other Warrantor promptly 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, if any, investigation of the business, properties, operations business and Properties of the Company and its Subsidiaries and of the Company’s and its Subsidiaries’ financial and legal condition of the other Warrantor and its Subsidiaries conditions as such Warrantor Parent reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and conditionrequests; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish ; and provided further, that neither the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to Company nor any of its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate its jeopardize the attorney-client or other privilege with respect to such information, contravene any Law, Order, or violate Contract, or prejudice the rights result in disclosure of any customer or contravene any lawtrade secrets of third parties, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated herebyParties will use their reasonable best efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding clause apply. No investigation by Parent shall affect the representations and warranties of the Company or the right of Parent to rely thereon. Between the date hereof and the Effective Time, the Company shall permit Parent’s senior officers to meet with the financial officers of the Company and its Subsidiaries, including officers responsible for the Company’s Financial Statements, the internal controls of the Company its Subsidiaries and the disclosure controls and procedures of the Company and its Subsidiaries, 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 of 2002 (the “Xxxxxxxx-Xxxxx Act”). (b) Each Warrantor Party shall, and shall cause its directors, officers, employees and Representatives to, maintain the confidentiality of all confidential information furnished to it by the other Warrantor Party concerning its and its Subsidiaries’ businesses, operations, and financial positions to the extent required by, and in accordance with with, the terms Confidentiality Agreement, and shall not use such information for any purpose except in furtherance of the confidentiality agreement dated December 9transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, 2005 between each Party shall promptly return or certify the Warrantors (destruction of all documents and copies thereof, and all work papers containing confidential information received from the “Confidentiality Agreement”)other Party.

Investigation and Confidentiality. Prior to the Effective Date, each Warrantor will keep the other Warrantor promptly 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, if any, of the business, properties, operations and financial and legal condition of the other Warrantor and its Subsidiaries as such Warrantor reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor in accordance with the terms of the confidentiality agreement dated December 9June 12, 2005 2006 between the Warrantors (the “Confidentiality Agreement”).

Investigation and Confidentiality. Prior to the Effective Date, each Warrantor will keep the other Warrantor promptly 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, if any, of the business, properties, operations and financial and legal condition of the other Warrantor and its Subsidiaries as such Warrantor reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor in accordance with the terms of the confidentiality agreement dated December 9November 11, 2005 2011 between the Warrantors (the “Confidentiality Agreement”).

Investigation and Confidentiality. (a) Prior to the Effective Date, each Warrantor will keep the other Warrantor Warrantors promptly 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, if any, of the business, properties, operations and financial and legal condition of the other Warrantor Warrantors and its their Subsidiaries as such Warrantor reasonably deems necessary or advisable to familiarize itself and its advisors with such business, properties, operations and condition; provided, however, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor Warrantors and the other Warrantor’s Warrantors’ respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor Warrantors shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties of the other Warrantor Warrantors and, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor Warrantors with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor Warrantors in accordance with the terms of the confidentiality agreement dated December 9January 11, 2005 between 2013 among the Warrantors (the “Confidentiality Agreement”). (b) Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each party to this Agreement (and each employee, representative, or other agent of such party) may (i) consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transactions contemplated hereby and (ii) disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated hereby and does not include information relating to the identity of the parties.

Investigation and Confidentiality. (a) Prior to the Effective DateTime, each Warrantor will Seller shall keep the other Warrantor promptly Buyer advised of all material developments relevant to its business and to the consummation of the Merger and may shall permit Buyer or its Representative to make or cause to be made such investigationinvestigation of its business and properties (including that of its Subsidiaries) and of its financial, if any, of the business, properties, operations and financial tax and legal condition of the other Warrantor and its Subsidiaries as such Warrantor Buyer reasonably deems necessary or advisable to familiarize itself and its advisors with such businessrequests, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and hereby, shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor , and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably requestbe conducted during normal business hours. No investigation by one Warrantor Buyer shall affect the ability of Buyer to rely on the representations and warranties of Seller. Between the other Warrantor anddate hereof and the Effective Time, subject Seller shall permit Buyer’s senior officers, outside counsel and independent auditors to Section 9.3 meet with the senior officers of this 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. (b) In addition to the Parties’ respective obligations under the Non-Disclosure Agreement, which are hereby reaffirmed and adopted, and incorporated by reference herein, each such representation Party shall, and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning cause its advisers and implementation, including, but not limited agents to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in accordance with the terms furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party. (c) 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 a material breach of any representation, warranty, covenant or agreement dated December 9of the other Party or which has had or is reasonably likely to have a Seller Material Adverse Effect or a Buyer Material Adverse Effect, 2005 between the Warrantors (the “Confidentiality Agreement”)as applicable.

Investigation and Confidentiality. Prior to the Effective Date, each Warrantor (a) Bancshares and Merchants will keep the other Warrantor promptly BancTrust and Peoples advised of all material developments relevant to its their respective business and to the consummation of the Merger Merger. BancTrust and Peoples will advise Bancshares and Merchants of any material adverse change or material development that is likely adversely to affect consummation of the Merger. BancTrust and Bancshares each may make or cause to be made such investigation, if any, investigation of the business, properties, operations and financial and legal condition of the other Warrantor and its Subsidiaries as such Warrantor party reasonably deems necessary or advisable to familiarize itself and its advisors in connection with such business, properties, operations and conditionthe Merger; provided, however, that such investigation investigations shall be reasonably related to the transactions contemplated hereby and Merger, shall not interfere unnecessarily with normal operations, and shall be conducted and completed on as prompt a basis as shall be reasonably possible under the circumstances after the date of this Agreement. Each Warrantor agrees BancTrust and Bancshares agree to furnish the other Warrantor and the other Warrantor’s respective advisors other's representatives with such financial and operating data and other information with respect to its business, business and properties and employees as the such other Warrantor party or its representatives shall from time to time reasonably request. No investigation by one Warrantor pursuant to this Section 5.5(a) shall affect or be deemed to modify any representation or warranty made by, or the representations and warranties of conditions to the other Warrantor andobligations hereunder of, subject to Section 9.3 of this Agreement, each such representation and warranty shall survive any such investigationeither party hereto. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning party hereto shall, and implementationshall cause its directors, includingofficers, but not limited attorneys, and advisors to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it obtained in such investigation which is not otherwise publicly disclosed by the other Warrantor party, said undertaking with respect to confidentiality to survive any termination of this Agreement pursuant to Section 7.1 hereof. In the event that the Merger is not consummated, each party, and its officers and representatives, shall return to the other party all such non-public information and all copies thereof whether in accordance with written or other tangible form. (b) In the terms event BancTrust or Bancshares becomes aware, as a result of an investigation pursuant to Section 5.5(a) above, of a breach of any representation or warranty made by the confidentiality agreement dated December 9other party, 2005 between BancTrust or Bancshares shall give the Warrantors (party committing the “Confidentiality Agreement”)breach written notice of such breach not later than 30 days after discovery thereof. The party committing the breach shall cure such breach within 30 days after it receives written notice of such breach .

Investigation and Confidentiality. (a) Prior to the Effective Closing Date, each Warrantor will keep the other Warrantor promptly advised of all material developments relevant to its business and to the consummation of the Merger and Buyer may make or cause to be made such investigation, if any, investigation of the business, properties, operations business and financial and legal condition properties of the other Warrantor and its Subsidiaries Sellers as such Warrantor reasonably it deems necessary or advisable to familiarize itself therewith. Sellers agree to permit Buyer, its employees, agents, accounting and its advisors with legal representatives and lenders (and such businesslenders' audit staff) and their representatives to (i) have full and complete access to the premises, propertiesbooks, operations records, invoices, contracts, leases, facilities, equipment and condition; provided, however, that such investigation shall be other things reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor Business and the other Warrantor’s respective advisors with such financial Purchased Assets, wherever located, of Sellers upon reasonable prior notice during normal business hours, (ii) visit and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor shall affect the representations and warranties inspect any of the other Warrantor andproperties of Sellers, subject to Section 9.3 and (iii) discuss the affairs, finances and accounts of this Agreement, each such representation and warranty shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor Sellers with all information necessary to expedite pre-conversion planning and implementation, including, but not limited to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and Xxx Xxxxxx and/or Xxxxx Xxxx only. (b) If the transactions contemplated hereby. Each Warrantor shall by this Agreement are not consummated, Buyer will maintain the confidentiality of all information and materials reasonably designated by Sellers as confidential, and Buyer and its representatives will return to Sellers originals of and destroy copies of all materials obtained from Sellers in connection with the transactions contemplated by this Agreement. Whether or not the transactions contemplated hereby are consummated, the Sellers will maintain the confidentiality of all information and materials regarding Buyer and its Affiliates reasonably designated by Buyer as confidential. If the transactions contemplated by this Agreement are consummated, the Sellers agree to maintain the confidentiality of all proprietary and other non-public information regarding Sellers, except as necessary to file tax returns and other reports to governmental agencies, and to turn over to Buyer at the Closing copies of all such materials it has in its possession. In the event of the breach of any of the provisions of this Section 8.8, the non-breaching party, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief (without the posting of bond or other security) in order to enforce or prevent any violations of the provisions hereof. (c) In the event that any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information furnished described in this Section 8.8, the disclosing party will (i) provide the other party with prompt notice before such disclosure in order that such other party may attempt to it obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (ii) cooperate with the other party in attempting to obtain such order or assurance. The provisions of this Section 8.8 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than by reason of default by the other Warrantor applicable party bound hereunder or its Affiliates. Any party may disclose any such information in accordance connection with litigation or arbitration among the terms of the confidentiality agreement dated December 9, 2005 between the Warrantors (the “Confidentiality Agreement”)parties hereto.

Investigation and Confidentiality. (a) Prior to the Effective DateTime, each Warrantor will Seller shall keep the other Warrantor promptly Buyer advised of all material developments relevant to its business and to the consummation of the Merger and may shall permit Buyer to make or cause to be made such investigation, if any, investigation of the business, properties, operations its business and properties (including that of its Subsidiaries) and of their respective financial and legal condition of the other Warrantor and its Subsidiaries conditions as such Warrantor Buyer reasonably deems necessary or advisable to familiarize itself and its advisors with such businessrequests, properties, operations and condition; provided, however, that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Each Warrantor agrees to furnish the other Warrantor and the other Warrantor’s respective advisors with such financial and operating data and other information with respect to its business, properties and employees as the other Warrantor shall from time to time reasonably request. No investigation by one Warrantor Buyer shall affect the ability of Buyer to rely on the representations and warranties of Seller. Between the other Warrantor anddate hereof and the Effective Time, subject Seller shall permit Buyer’s senior officers and independent auditors to Section 9.3 meet with the senior officers of this AgreementSeller, each including officers responsible for the Seller Financial Statements and the internal controls of Seller and Seller’s independent public accountants, to discuss such representation matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under applicable Laws, including Sections 302, 404 and warranty 906 of the Sxxxxxxx-Xxxxx Act. (b) Each Party shall, and shall survive any such investigation. Each Warrantor agrees to furnish the other Warrantor with all information necessary to expedite pre-conversion planning cause its advisors and implementation, including, but not limited agents to, all things necessary, proper or advisable under applicable laws and regulations to plan, make effective and consummate systems and branch conversions. Notwithstanding the foregoing, neither party hereto shall be required to provide access to or to disclose information where such access or disclosure would violate its attorney-client privilege or violate or prejudice the rights of any customer or contravene any law, rule, regulation, order or judgment, nor to disclose board minutes of any confidential discussion of this Agreement and the transactions contemplated hereby. Each Warrantor shall maintain the confidentiality of all confidential information furnished to it by the other Warrantor Parties concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in accordance with the terms furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Parties. (c) Seller shall use its reasonable efforts to exercise, and shall not waive any of, its rights under confidentiality agreement dated December 9, 2005 between agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the Warrantors (confidentiality of the “Confidentiality Agreement”)information relating to the Seller Entities provided to such Persons and their Affiliates and Representatives.