Common use of Access; Information Clause in Contracts

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “"Buyer Representatives”"), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Buyer Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s 's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company Company, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decree. Consistent with binding agreement entered into prior to the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company it shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective TimeDate, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities or banking laws (other than reports or documents that the Company Dana o▇ ▇▇e Company, or its their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Dana n▇▇ ▇he Company nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees It will not use any information obtained pursuant to hold this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will promptly destroy all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)paragraph. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective TimeDate, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ or its VFSC, or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ nor VFSC nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees It and its Subsidiaries will not use any information obtained pursuant to this Section 7.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information Receiving Party, as described defined therein). No investigation by Buyer the parties of the business and affairs of the Company any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s a party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Hydrocarbon or its Energy Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), ) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Hydrocarbon nor Energy Partners nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Energy Partners will not use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities Law (other than reports or documents that the Company ATN or its Parent or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company ATN nor Parent nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment Law or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Parent will not use any information obtained pursuant to this Section 7.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any the Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client attorney‑client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree, or relates to deliberations or other matters concerning the Company’s compliance with this Agreement. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause the Buyer Representatives to meet with a Company Representative and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) During the period prior to the Effective Time, subject to applicable laws relating to the exchange of information, the Company shall cause the Company Bank to provide the Buyer Representatives with (i) reasonable advance notice of a meeting of the Company Bank’s loan committee; (ii) the records of all approved Loans, whether approved by the Company Bank’s loan committee or not, on a weekly basis; and (iii) all reports and presentations prepared for the Company Bank’s management related to the Company Bank’s portfolio of Loans. Buyer Representatives shall have the right to attend any and all meetings of the Company Bank’s loan committee. (d) The Company and Buyer agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyera party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), (ii) any environmental reports, studies, sampling data, correspondence and filings relating to the Company, any of its Subsidiaries, any Company Property or any Loan Property, become available to the Company after the date of this Agreement, and (iiiii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree, or relates to deliberations or other matters concerning the Company’s compliance with this Agreement. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause Buyer Representatives to meet with a Company Representative and discuss matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or the institution of material litigation involving Buyer or Buyer Bank, which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information, contravenes any law, rule, regulation, order, judgment or decree or involve the disclosure of confidential supervisory information. (c) The Company and Buyer agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2(a)), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party or information shared pursuant to this Section 6.4 shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyera party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause one or more of the Buyer Representatives to meet with a Company Representative (as defined in Section 7.3(b)) and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) Buyer and the Company agree to hold all information and documents obtained pursuant to this Section 6.4 7.2 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 11.2), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement. No investigation by the Company or Shareholder of the business and affairs of Buyer shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the Company’s and Shareholder’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any the Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree, or relates to deliberations or other matters concerning the Company’s compliance with this Agreement. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause the Buyer Representatives to meet with a Company Representative and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) During the period prior to the Effective Time, subject to applicable laws relating to the exchange of information, the Company shall cause the Company Bank to provide the Buyer Representatives with (i) reasonable advance notice of a meeting of the Company Bank’s loan committee; (ii) the records of all approved Loans, whether approved by the Company Bank’s loan committee or not, on a weekly basis; and (iii) all reports and presentations prepared for the Company Bank’s management related to the Company Bank’s portfolio of Loans. Buyer Representatives shall have the right to attend any and all meetings of the Company Bank’s loan committee. (d) The Company and Buyer agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyera party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries Subsidiary to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries Subsidiary to, furnish promptly to Buyer and the Buyer its Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its SubsidiariesSubsidiary, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries Subsidiary as Buyer or any Representative of Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries Subsidiary shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause one or more of its Representatives to meet with a Representative of the Company and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and its Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to the Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) Buyer and the Company agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company Company, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decree. Consistent with binding agreement entered into prior to the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.2(a)), as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Partners nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Partners and Holdings, respectively, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.6 or Section 6.7 in confidence (except as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described thereinpermitted by Section 6.7(b)). No investigation by Buyer either such party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 6.04 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries Subsidiaries, if any, to, afford Buyer the other party and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries Subsidiaries, if any, to, furnish promptly to Buyer the other party and the Buyer its Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that the Company such party, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company such party and its Subsidiaries as Buyer the other party or any Buyer Representative its Representatives may reasonably request. Neither the Company party nor any of its party’s Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-client privilege of the institution party in possession or control of such information or contravenes any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decree. Consistent with binding agreement entered into prior to the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions date of the preceding sentence applythis Agreement. (b) Buyer Each party agrees to hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Company Confidentiality Agreement and the Investor Confidentiality Agreement, as the case may be), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyersuch party’s obligation to consummate the transactions contemplated by this Agreement. (c) Prior to the Effective Time, Investor will provide the Company with prompt notice of any proposed material change to the Business Plan and, prior to the Effective Time, Investor shall not effect any such proposed material change to the Business Plan without the Company’s prior written consent, such written consent not to be unreasonably withheld, delayed or conditioned.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer "Representatives”"), access, during normal business hours throughout the period prior to the Effective TimeDate, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such other parties and the Buyer its Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities laws (other than reports or documents that Buyer or the Company Company, or its their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither Buyer nor the Company nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any law, rule, regulation, order, judgment judgment, decree, fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer Each party agrees that it and its Subsidiaries will not use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will hold all information and documents obtained pursuant to this Section 6.4 paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described defined therein). No investigation by Buyer the parties of the business and affairs of the Company any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s a party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller, Company and subject their respective Subsidiaries shall afford to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer Purchaser and its respective officers, directors, employees, counsel, accountants, advisors advisors, representatives and other authorized representatives agents (collectively, the “Buyer Representatives”), access, ) reasonable access upon prior notice and during normal business hours throughout the period prior hours, to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountantsproperties, counsel offices and other facilities, and to the Contracts, books and records and other documents and data (including employee data, to the extent necessary to onboard the Continuing Employees, subject to applicable Law) relating exclusively to the business of Seller, that Purchaser through its Representatives, may from time to time reasonably request and Seller shall furnish to Purchaser and their its Representatives all relevant financial, operating and other data and information relating to Company in Seller’s or other representativesits Affiliates’ possession or control which Purchaser through its Representatives may from time to time reasonably request, andincluding by providing to Purchaser on a monthly or quarterly basis, during such periodas applicable, it Company’s external audit reports, new business activity reports, ALCO reports, ALLL reports and asset quality reports, and all similar management reports produced by Company or its Subsidiaries, as applicable, on a monthly or quarterly basis. Purchaser shall, and shall cause its Subsidiaries Representatives to, furnish promptly to Buyer conduct its inspections and investigations under this Section 4.05 in a manner that will not unreasonably interfere with the Buyer Representatives conduct of the business of Seller and its Affiliates. Notwithstanding the foregoing, (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are Seller shall not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose any information where such access jeopardizes disclosure would (A) breach any agreement with any third party in effect on the attorney-client privilege date of the institution in possession this Agreement (if Seller or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply.shall have used (b) Buyer agrees If reasonably requested by Seller, the parties shall enter into a customary access and indemnification agreement relating to hold all information and documents obtained pursuant to the access rights under this Section 6.4 4.05. (c) Purchaser acknowledges that the information provided to it by Seller in confidence (as provided in, and connection with this Agreement is subject to the provisions ofConfidentiality Agreement. As of the Effective Time, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by Buyer of the business and affairs of the Company Agreement shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyer’s obligation to consummate the transactions contemplated by this Agreementterminate.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) During the period prior to the Effective Time, upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer agrees shall cause one or more of its officers, employees, counsel, accountants, advisors or other authorized representatives (collectively, the “Buyer Representatives”) to meet with a Company Representative and discuss the general status of Buyer’s financial condition, operations and business and matters relating to the completion of the transactions contemplated hereby, and, during such period, it shall promptly notify the Company and the Company Representatives of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain the Regulatory Approvals or materially increase the period of time necessary to obtain such approvals, or the institution of material litigation involving Buyer or Buyer Bank, and Buyer shall be reasonably responsive to requests by the Company for information relating to the Buyer’s representations, warranties and covenants set forth in this Agreement. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes the attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. (c) Buyer and the Company agree to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Inergy or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Inergy nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Inergy and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Inergy or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Inergy nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of the Original Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Inergy and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, the Company each party shall, and shall cause its Subsidiaries to, afford Buyer the other parties and its their officers, employees, counsel, accountants, advisors accountants and other authorized representatives (collectively, the “Buyer Representatives”)representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors)records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer such Person and the Buyer Representatives its representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company Holdings or its Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), Law) and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Buyer or any Buyer Representative other may reasonably request. Neither the Company Holdings nor Partners nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access jeopardizes or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravenes contravene any lawLaw, rule, regulation, order, judgment fiduciary duty or decreebinding agreement entered into prior to the date of this Agreement. Consistent with the foregoing, the Company agrees to The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees Partners and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.4 6.5 in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein)confidence. No investigation by Buyer either party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereither party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to, afford Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives (collectively, the “Buyer Representatives”), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each material report, schedule and other document filed with any Governmental Authority (other than reports or documents that the Company or its Subsidiaries, as the case may be, are is not permitted to disclose under applicable law), and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Buyer or any Buyer Representative may reasonably request. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or to disclose minutes or similar records of meetings of the board of directors or any committee that includes discussion any of the transactions contemplated by this Agreement or any information where such access jeopardizes the attorney-attorney client privilege of the institution in possession or control of such information or contravenes any law, rule, regulation, order, judgment or decree. Consistent with the foregoing, the Company agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (as provided in, and subject to the provisions of, the Confidentiality AgreementAgreement (as defined in Section 9.3), as if it were the party receiving the confidential information as described therein). No investigation by Buyer one party of the business and affairs of the Company other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Buyereach party’s obligation to consummate the transactions contemplated by this Agreement. The terms of the Confidentiality Agreement shall remain in full force and effect until the Closing.