Common use of Access; Information Clause in Contracts

Access; Information. (a) The Company agrees that upon reasonable prior notice and subject to applicable laws relating to the exchange of information, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it shall afford Acquiror and its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period from the date hereof to the Closing to the books, records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company shall furnish to Acquiror (or such other representative) (1) a copy of each material report, schedule and other document filed by the Company or any of its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the Agreement, and (3) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Acquiror (or any such other representative) may reasonably request, reasonably promptly after such request. (b) No investigation by Acquiror of the business and affairs of the Company or its Affiliates shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or any conditions to any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to notice, the exchange of information, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it shall Bank will afford Acquiror USBN and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to all of the properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request Bank and, during such period, the Company shall Bank will promptly furnish (and cause its accountants and other agents to Acquiror (or such other representative) promptly furnish) to USBN (1) a copy of each material report, schedule and other document filed by the Company or Bank with any of its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereofRegulatory Authority, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date such representations and certifications as are necessary for purposes of the Agreementpooling letter described in Section 6.2(F), and (3) all other information concerning the business, properties and personnel of the Company and its Subsidiaries Bank as Acquiror (or any such other representative) USBN may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates shall pursuant to this Section 5.6 will affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Bank in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Bank to consummate the transactions contemplated by this AgreementPlan; and (B) Neither USBN nor New Bank will use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by USBN or New Bank or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, USBN and New Bank will, upon request by the Bank, deliver to the Bank all documents so obtained by USBN or destroy such documents and, in the case of destruction, will certify such fact to the Bank.

Access; Information. (a) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it Bancorp shall each afford Acquiror the other and its officers, employees, counsel, accountants and other authorized representativesrepresentatives access, such access during normal business hours throughout the period from the date hereof prior to the Closing Effective Date, to the all of its properties, books, contracts, data processing system files, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company shall furnish promptly to Acquiror the other (or such other representative) (1A) a copy of each material report, schedule and other document filed by the Company or any of it and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the Agreementany Regulatory Agency, and (3B) other than confidential client or customer information which a party is prohibited from disclosing, all other information concerning the its business, properties and personnel of as the Company and its Subsidiaries as Acquiror (or any such other representative) may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.8 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made hereunder or any the conditions to any party's obligation the obligations of either party to consummate the transactions contemplated by this Agreement. Neither party will use any information obtained pursuant to this Section 5.8 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, each party will hold all information and documents obtained pursuant to this paragraph in confidence unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by such party or as it is advised by counsel in writing that any such information or document is required by law or applicable published stock exchange rule to be disclosed, and in the event of the termination of this Agreement, such party will, upon request by the other, deliver to the other all documents so obtained by it or destroy such documents.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to notice, each party will afford the exchange of information, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it shall afford Acquiror other party and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to the all of its properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such periodthe period up to the Effective Date, the Company shall ComSouth will promptly furnish (and cause its accountants and other agents to Acquiror (or such other representative) promptly furnish) to Anchor (1) a copy of each material report, schedule and other document filed by the Company or ComSouth with any of its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereofRegulatory Authority, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date such representations and certifications as are necessary for purposes of the Agreementpooling letter described in Section 7.2(F), and (3) all other information concerning the business, properties and personnel of the Company and its Subsidiaries ComSouth as Acquiror (or any such other representative) Anchor may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates shall pursuant to this Section 6.6 will affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by ComSouth in this Agreement, Agreement or any the conditions to any party's obligation the obligations of ComSouth to consummate the transactions contemplated by this Agreement; and (B) Anchor will not use any information obtained pursuant to this Section 6.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 9.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by Anchor or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Agreement, Anchor will, upon request by ComSouth, deliver to ComSouth all documents so obtained by Anchor or destroy such documents and, in the case of destruction, will certify such fact to ComSouth.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it Pioneer Bank shall afford Acquiror InterWest and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to all of the properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, Company and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company and Pioneer Bank shall furnish promptly (and cause its accountants and other agents to Acquiror (or such other representative)furnish promptly) to InterWest (1) a copy of each material report, schedule and other document filed by the Company or any of and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereofwith any Regulatory Authority, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date such representations and certifications as are necessary for purposes of the Agreementpooling letter described in Section 6.2(F), and (3) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Acquiror (or any such other representative) InterWest may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Company or Pioneer Bank in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Company and Pioneer Bank to consummate the transactions contemplated by this AgreementPlan; and (B) InterWest will not use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by InterWest or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, InterWest will, upon request by the Company, deliver to the Company all documents so obtained by InterWest or destroy such documents and, in the case of destruction, will certify such fact to the Company.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it shall afford Acquiror InterWest and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date or earlier termination of this Plan pursuant to Section 7.1, to all of the properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, Company and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company shall promptly furnish (and cause its accountants and other agents to Acquiror (or such other representative)furnish promptly) to InterWest (1) a copy of each material report, schedule and other document filed by the Company or any of and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the Agreementany Regulatory Authority, and (32) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Acquiror (or any such other representative) InterWest may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Company in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Company to consummate the transactions contemplated by this AgreementPlan; PROVIDED, that InterWest and its representatives will not disrupt the business of the Company during the investigations contemplated by this section; and (B) InterWest will not use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by InterWest or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, InterWest will, upon request by the Company, deliver to the Company all documents so obtained or destroy such documents and, in the case of destruction, will certify such fact to the Company.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it the Banks shall afford Acquiror InterWest and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to all of the properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, Company and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company and the Banks shall furnish promptly to Acquiror InterWest (or such other representative) (1i) a copy of each material report, schedule and other document filed by the Company or any of and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the Agreement, any Regulatory Authority and (3ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Acquiror (or any such other representative) InterWest may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Company or the Banks in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Company and the Banks to consummate the transactions contemplated by this AgreementPlan; and (B) InterWest will not use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by InterWest or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, InterWest will, upon request by the Company, deliver to the Company all documents so obtained by InterWest or destroy such documents and, in the case of destruction, will certify such fact to the Company.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it Kittitas Bank shall afford Acquiror InterWest and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to all of the properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, Company and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company and Kittitas Bank shall furnish promptly (and cause its accountants and other agents to Acquiror (or such other representative)furnish promptly) to InterWest (1) a copy of each material report, schedule and other document filed by the Company or any of and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the Agreementany Regulatory Authority, and (32) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Acquiror (or any such other representative) InterWest may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Company or Kittitas Bank in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Company and Kittitas Bank to consummate the transactions contemplated by this AgreementPlan; and (B) InterWest will not use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by InterWest or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, InterWest will, upon request by the Company, deliver to the Company all documents so obtained by InterWest or destroy such documents and, in the case of destruction, will certify such fact to the Company.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it the Bank shall afford Acquiror NEWCO and its NEWCO shall afford the Company and NEWCO's and the Company's respective officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to the all of their respective properties, books, records (including Tax Returns contracts, commitments and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during records. During such period, the Company and the Bank shall furnish promptly to Acquiror NEWCO and NEWCO shall furnish promptly to the Company (or such and cause their respective accountants and other representativeagents to furnish promptly) (1) a copy of each material report, schedule and other document filed by the Company or any of and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the Agreementany Regulatory Authority, and (32) all other information concerning the business, properties and personnel of the as Company and its Subsidiaries as Acquiror (or any such other representative) NEWCO, respectively, may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.5 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Company or the Bank or NEWCO in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Company and the Bank or NEWCO to consummate the transactions contemplated by this AgreementPlan; and (B) The Company and NEWCO will not use any information obtained pursuant to this Section 5.5 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by Company or NEWCO or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, Company and NEWCO will, upon request by the other, deliver to the other all documents so obtained by it or destroy such documents and, in the case of destruction, will certify such fact to the other.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it the Bank shall afford Acquiror First Union and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof prior to the Closing Effective Date, to all of its and the Company Subsidiaries' properties, books, contracts, data processing system files, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company and the Bank shall furnish promptly to Acquiror (or such other representative) First Union (1) a copy of each material report, schedule and other document filed by the Company or and the Company Subsidiaries with any of its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the AgreementRegulatory Authority, and (32) all other information concerning the business, properties and personnel of the Company and its the Company Subsidiaries as Acquiror (or any such other representative) First Union may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.06 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made by the Company or any the Bank or the conditions to any party's obligation the obligations of the Company and the Bank to consummate the transactions contemplated by this AgreementPlan; and (B) First Union will not use any information obtained pursuant to this Section 5.06 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.06) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by First Union or as it is advised by counsel in writing that any such information or document is required by law or applicable published stock exchange rule to be disclosed, and in the event of the termination of this Plan, First Union will, upon request by the Company, deliver to the Company all documents so obtained by First Union or destroy such documents and, in the case of destruction, will certify such fact to the Company.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to the exchange of informationnotice, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it the Bank shall afford Acquiror Heritage and its Heritage shall afford the Company and Heritage's and the Company's respective officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to the all of their respective properties, books, records (including Tax Returns contracts, commitments and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during records. During such period, the Company and the Bank shall furnish promptly to Acquiror Heritage and Heritage shall furnish promptly to Company (or such and cause their respective accountants and other representative) agents to furnish promptly) (1) a copy of each material report, schedule and other document filed by the Company or any of and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing or Heritage and its Subsidiaries with the first Focus Report filed after the date of the Agreementany Regulatory Authority, and (32) all other information concerning the business, properties and personnel of the as Company and its Subsidiaries as Acquiror (or any such other representative) Heritage, respectively, may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Company or the Bank or Heritage in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Company and the Bank or Heritage to consummate the transactions contemplated by this AgreementPlan; and (B) Company and Heritage will not use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by Company or Heritage or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, Company and Heritage will, upon request by the other, deliver to the other all documents so obtained by it or destroy such documents and, in the case of destruction, will certify such fact to the other.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to notice, the exchange of information, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it Bank shall afford Acquiror InterWest and its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period from the date hereof up to the Closing Effective Date, to all of the properties, books, contracts, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, Bank and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company Bank shall promptly furnish (and cause its accountants and other agents to Acquiror (or such other representative)promptly furnish) to InterWest (1) a copy of each material report, schedule and other document filed by the Company or any of Bank and its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereofwith any Regulatory Authority, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date such representations and certifications as are necessary for purposes of the Agreementpooling letter described in Section 6.2(F), and (3) all other information concerning the business, properties and personnel of the Company Bank and its Subsidiaries as Acquiror (or any such other representative) InterWest may reasonably request, reasonably promptly after such request. (b) No provided that no investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by the Bank in this Agreement, Plan or any the conditions to any party's obligation the obligations of the Bank to consummate the transactions contemplated by this AgreementPlan; and (B) InterWest will not use any information obtained pursuant to this Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by InterWest or as it is advised by counsel that any such information or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, InterWest will, upon request by the Bank, deliver to the Bank all documents so obtained by InterWest or destroy such documents and, in the case of destruction, will certify such fact to the Bank.

Access; Information. (aA) The Company agrees that upon Upon reasonable prior notice and subject to applicable laws relating to notice, the exchange of information, and in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it Seller shall afford Acquiror Purchaser and its officers, employees, counsel, accountants and other authorized representatives, such access to the Company, during normal business hours throughout the period from the date hereof prior to the Closing Date, to the all of its properties, books, contracts, data processing system files, commitments and records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, personnel and such other information of the Company, and its Subsidiaries as Acquiror (or any such representative) may reasonably request and, during such period, the Company shall furnish promptly to Acquiror (or such other representative) Purchaser upon request (1) a copy of each material report, schedule and other document filed by the Company or with any of its Subsidiaries pursuant to the requirements of Securities Laws, promptly after the filing thereof, (2) monthly Focus Reports not later than the 25th day after the end of each month, commencing with the first Focus Report filed after the date of the AgreementRegulatory Authority, and (32) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Acquiror (or any such other representative) Purchaser may reasonably request, reasonably promptly after such request. (b) No provided that no -------- investigation by Acquiror of the business and affairs of the Company or its Affiliates pursuant to this Section 4.04 shall affect or be deemed to modify ------------ or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made by the Company or any the conditions to any party's obligation the obligations of the Company to consummate the transactions contemplated by this Agreement; and (B) Purchaser will not use any information obtained pursuant to this Section 4.04 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 paragraph in confidence (as provided in Section 8.05) unless and until such time as such information or ------------ documents become publicly available other than by reason of any action or failure to act by Purchaser or as it is advised by counsel in writing that any such information or document is required by law or applicable published stock exchange rule to be disclosed, and in the event of the termination of this Agreement, Purchaser will, upon request by the Company, deliver to the Company all documents so obtained by Purchaser or destroy such documents and, in the case of destruction, will certify such fact to the Company.