Common use of Access; Information Clause in Contracts

Access; Information. (a) The Company will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford Parent and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and such other information as Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b) Parent will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford the Company and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement or the conditions to consummation of the Merger contained in Article VII. (e) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to provide within 20 days of such delivery the requested information based on information within the Company"s possession.

Access; Information. (a) The Company will, upon reasonable notice and subject Subject to applicable laws relating to Law, between the exchange date of information, afford Parent this Agreement and its authorized Representatives, reasonable access during normal business hours throughout the period prior to earlier of the Effective Time Closing or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and such other information as Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b) Parent willArticle VII, upon reasonable notice advance written notice, Parent shall, and subject shall cause its Subsidiaries to, (1) provide to applicable laws relating to the exchange of information, afford the Company Buyer and its authorized Representatives, reasonable Representatives access during normal business hours throughout of the period prior Acquired Companies to the Effective Time or the termination of this Agreement to the booksofficers, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the businessemployees, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"relevant leases), between Parent Contracts, books and the Company. records (dincluding Tax Returns and information relating to Taxes) No investigation by a party and other assets of the business Acquired Companies (it being agreed and affairs understood that such books or records made available in the Data Room shall constitute sufficient access hereunder) as Buyer may reasonably request (other than any of the other shall affect or be deemed foregoing that relate to modify or waive any representation, warranty, covenant or agreement in this Agreement or the conditions to consummation of the Merger contained in Article VII. (e) As soon as practicable after the date negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 5.01, any Acquisition Proposal) and (2) furnish promptly such information concerning officers, employees, properties, Contracts, books and records (including copies of Tax Returns and information relating to Taxes) and other assets of the Acquired Companies as Buyer may reasonably request; provided, that any such access shall be conducted at Buyer’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives and in such a manner as not to interfere unreasonably with the normal operations of the Acquired Companies or Parent. Nothing herein shall require Parent or any of its Subsidiaries to disclose any information to the extent such disclosure (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) would reasonably be expected to violate any applicable Law or any Contract or other written obligations or fiduciary duties of such Party or (C) relate to any Acquisition Proposal or Change of Recommendation or the actions of the Parent Board. Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its it reasonable best efforts to provide within 20 days make appropriate substitute arrangements in circumstances where the previous sentence applies. (b) Buyer and Parent shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated February 14, 2019 (the “Confidentiality Agreement”), between Buyer and Parent with respect to the information disclosed under this Section 5.06 and otherwise pursuant to this Agreement, with such delivery obligations thereunder being deemed to survive until the requested information based on information within Closing. (c) Nothing contained in this Agreement shall give Buyer or its Affiliates, directly or indirectly, prior to Closing, any rights to conduct or cause to be conducted any environmental investigation of the Company"s possessioncurrent or former operations or facilities of the Acquired Companies without the prior written consent of Parent.

Access; Information. (aA) The Upon reasonable notice, the Company willand the Bank shall afford Heritage and Heritage shall afford the Company and Heritage's and the Company's respective officers, upon reasonable notice employees, counsel, accountants and subject to applicable laws relating to the exchange of informationother authorized representatives, afford Parent and its authorized Representativesaccess, reasonable access during normal business hours throughout the period prior up to the Effective Time or the termination Date, to all of this Agreement to the their respective properties, books, records (including tax returns contracts, commitments and work papers of independent auditors), properties, personnel and such other information as Parent may reasonably request and, during records. During such period, it the Company and the Bank shall furnish promptly to such Heritage and Heritage shall furnish promptly to the Company (and cause their respective accountants and other party agents to furnish promptly) (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities LawsCompany and its Subsidiaries or Heritage and its Subsidiaries with any Regulatory Authority, and (ii2) all other information concerning the business, properties and personnel of it as the other party Company or Heritage, respectively, may reasonably request. (b) Parent will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford the Company and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm provided that any information obtained no investigation pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a party of the business and affairs of the other 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 the conditions to consummation of the Merger contained in Article VII. (e) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries obligations of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the Bank or Heritage to consummate the transactions contemplated by this Agreement Plan; and (B) The 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 shall use its reasonable best efforts 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 provide within 20 days 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 delivery documents and, in the requested information based on information within case of destruction, will certify such fact to the Company"s possessionother.

Access; Information. (a) The Company will, Each Seller agrees that upon reasonable notice and subject to applicable laws Applicable Law relating to the exchange of information, it will (and the Company will cause its Subsidiaries to) afford Parent Purchaser, and its authorized Purchaser’s Representatives, reasonable such access during normal business hours throughout the period prior to before the Effective Time or the termination of this Agreement to the books, records (including tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as Parent Purchaser may reasonably request and, during such period, it shall will furnish promptly to such other party Purchaser (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities LawsApplicable Law respecting banking or securities, and (ii) all other information concerning the business, properties and personnel of it as the other party Purchaser may reasonably request. Neither Purchaser nor any Seller will be required to afford access or disclose information that would jeopardize attorney-client privilege. To the extent possible, the parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. (b) Parent will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford the Company and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a party Purchaser of the business and affairs of the other shall any Seller, pursuant to this Section 6.08 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement Agreement, or the conditions to consummation Purchaser’s obligation to consummate the transactions contemplated hereby. (c) Each party shall hold, and shall cause its respective Affiliates and Representatives to hold, in strict confidence, except to the extent necessary to discharge obligations pursuant to Section 6.04 or unless compelled to disclose by judicial or administrative process or, based on the advice of its counsel, by other requirements of Applicable Law or the applicable Governmental Entity, all non-public records, books, contracts, instruments, computer data and other data and information (each, whether oral or written and collectively, “Confidential Information”) concerning Purchaser, in the case of the Sellers, and concerning the Company, in the case of Purchaser, furnished to it by or on behalf of Purchaser, in the case of the Sellers, or the Sellers, in the case of Purchaser, or, in each case, any Affiliate or Representative thereof or otherwise in connection with the Merger contained or the transactions contemplated hereby and any related integration or transition planning, it being understood that each party and its respective Affiliates and Representatives will use reasonable best efforts to preserve the confidential treatment of such Confidential Information (except to the extent that such Confidential Information can be shown to have been (i) previously known by such party on a non-confidential basis, (ii) independently developed by a party or its Representatives without use of Confidential Information, (iii) in Article VIIthe public domain through no fault of such party or (iv) later lawfully acquired from other sources, which are not prohibited from disclosing such information by a known contractual, legal, agency or fiduciary obligation, by the party to which it was furnished), and shall not release or disclose such Confidential Information to any other person, except its Representatives who (i) in its judgment need to know such information for the purpose of evaluating, negotiating, or consummating the Merger and the transactions contemplated hereby, (ii) are informed by it of the confidential nature of such information, and (iii) agree or are required by internal policies or fiduciary or other legal obligations to keep such information confidential, and, to the extent permitted above, any Governmental Entity. (d) At any time upon Purchaser’s written request, but in any event after the Closing, each Seller shall destroy or cause to be destroyed, all Confidential Information concerning Purchaser (and, following the Closing, all Confidential Information concerning the Company) in the possession of such Seller or any of its Affiliates and Representatives, and, if requested by Purchaser, the Sellers Representative will deliver a certificate certifying compliance with this provision on behalf of each of the Sellers. To the extent permitted by Applicable Law, each party will notify the other party promptly upon becoming aware that any of the Confidential Information has been disclosed to or obtained by a third party (other than as permitted by this Section 6.08). If this Agreement is terminated pursuant to its terms, each party agrees to promptly destroy all Confidential Information in its and its Affiliates’ possession and, if requested by another party, will deliver a certificate of a senior officer (or the Sellers Representative, as applicable) certifying compliance with this provision. (e) As soon as practicable after Subject to its confidentiality obligations under this Section 6.08, each party and each of its respective Representatives (i) may retain Confidential Information of the date of this Agreement, Parent will deliver other parties to the Company an information request list requesting information regarding the Subsidiaries extent consistent with its compliance or record-retention policies or procedures or any legal requirement or standard and (ii) is not obligated to destroy any Confidential Information of the Company reasonably necessary other parties that may be contained in connection with seeking regulatory notice its electronic back-up systems established for archival or disaster-recovery purposes. (f) Except for the provisions of Section 6 thereof regarding non-solicitation, which will survive according to its terms, the Confidentiality Agreement is hereby terminated in its entirety and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to provide within 20 days be of such delivery the requested information based on information within the Company"s possessionno further force or effect.

Access; Information. (a1) The Company will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford Parent and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and such other information as Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b2) Parent will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford the Company and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c3) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "“Confidentiality Agreement"”), between Parent and the Company. (d4) No investigation by a party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement or the conditions to consummation of the Merger contained in Article VII. (e5) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to provide within 20 days of such delivery the requested information based on information within the Company"s Company’s possession.

Access; Information. (a) The Company will, agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its officers, employees, counsel, accountants and other authorized Representatives, reasonable representatives such access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and its Subsidiaries and to such other information relating to the Company or its Subsidiaries as Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) Parent all other information concerning the business, properties and personnel of it the Company or its Subsidiaries as the other party Parent may reasonably request. (b) All information furnished to Parent willby the Company pursuant to Section 6.05(a) shall be subject to, upon reasonable notice and subject to applicable laws relating to Parent shall hold all such information in confidence in accordance with, the exchange provisions of informationthe Confidentiality Agreement, afford dated as of July 29, 2003, between the Company and its authorized Representatives, reasonable access during normal business hours throughout Parent (the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors“Confidentiality Agreement”), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a party Parent of the business and affairs of the other Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement Agreement, or the conditions to consummation the obligations of Parent and Parent Sub to consummate the Merger contained in Article VIITransactions. (ed) As soon as practicable after the date of Notwithstanding anything contained in this Agreement, Parent will deliver Agreement to the Company an information request list requesting information regarding the Subsidiaries of contrary, the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with Parent (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement and beginning on the earliest of (i) the date of the public announcement of discussions relating to the transactions contemplated by this Agreement, (ii) the date of public announcement of the transactions contemplated by this Agreement or (iii) the date of the execution of an agreement (with or without conditions) to enter into the transactions contemplated by this Agreement; provided, however, that neither the Company shall use its reasonable best efforts nor Parent (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to provide within 20 days understanding the tax treatment and tax structure of the transactions contemplated by this Agreement or the Bank Merger Agreement, or any other information to the extent that such delivery the requested information based on information within the Company"s possessiondisclosure could result in a violation of any federal or state securities law.

Access; Information. (a) The Company will, Each of Virginia Bancorp and CHC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent the other party and its their officers, employees, counsel, accountants and other authorized Representativesrepresentatives, reasonable such access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Parent any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Lawsfederal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b) Parent will, upon reasonable notice Each of Virginia Bancorp and subject to applicable laws relating to the exchange of information, afford the Company and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, CHC agrees that it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Lawswill not, and (ii) all other information concerning the businesswill cause its representatives not to, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that use any information obtained pursuant to this Section 6.06 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will be subject keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 in accordance with the terms of this Agreement and that certain Confidentiality Agreement dated as of July 22, 2011, by and between CHC and Virginia Bancorp. In the letter agreementevent that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, dated June 30, 2000 (each party shall promptly cause all copies of documents or extracts thereof containing information and data as it may to another party hereto to be amended from time returned to time, the "Confidentiality Agreement"), between Parent and party which furnished the Companysame. (dc) No investigation by a party either Virginia Bancorp or CHC of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement Agreement, or the conditions to consummation the party’s obligation to consummate the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither party shall be required to provide access or disclose information where such access or disclosure would violate the rights of its customers, jeopardize the attorney-client privilege of the Merger contained party or person in Article VII. (e) As soon as practicable after possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to provide within 20 days of such delivery the requested information based on information within the Company"s possession.

Access; Information. (a) The Company will, agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its officers, employees, counsel, accountants and other authorized Representatives, reasonable representatives such access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and its Subsidiaries and to such other information relating to the Company or its Subsidiaries as Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) Parent all other information concerning the business, properties and personnel of it the Company or its Subsidiaries as the other party Parent may reasonably request. (b) Parent will, agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized Representatives, reasonable representatives such access during normal business hours throughout to executive officers of Parent and such appropriate information as may be reasonably necessary to confirm the period prior to accuracy of the Effective Time or the termination representations and warranties of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information Parent herein as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c) Each of All information furnished to Parent and by the Company confirm that any information obtained pursuant to this Section 6.06 will 6.06(a) or by Parent to the Company pursuant to Section 6.06(b) shall be subject to to, and Parent shall hold all such information in confidence in accordance with, the terms provisions of the letter agreementConfidentiality Agreement, dated June 30as of November 11, 2000 (as it may be amended from time to time, the "Confidentiality Agreement")2003, between Parent the Company and the CompanyParent. (d) No investigation by a party Parent of the business and affairs of the other Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement Agreement, or the conditions to consummation the obligations of Parent to consummate the Merger contained in Article VIIMerger. (e) As soon as practicable after Notwithstanding anything contained in this Agreement or in any other agreement between the parties to the contrary, the Company and Parent (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and the tax structure of the Transactions and all materials of any kind (including opinions and other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure beginning on the earliest of (i) the date of this Agreement, Parent will deliver the public announcement of discussions relating to the Company an information request list requesting information regarding Transactions, (ii) the Subsidiaries date of public announcement of the Company reasonably necessary in connection Transactions or (iii) the date of the execution of an agreement (with seeking regulatory notice and approvals required in connection with or without conditions) to enter into the transactions contemplated by this Agreement and Transactions, provided, however, that neither the Company shall use its reasonable best efforts nor Parent (nor any of their respective employees, representatives or other agents) may disclose any other information that is not relevant to provide within 20 days the tax treatment or the tax structure of the Transactions or any other information to the extent that such delivery the requested information based on information within the Company"s possessiondisclosure could reasonably be expected to result in a violation of any federal or state securities law.

Access; Information. (a) The Company will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford Parent and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and such other information as Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b) Parent will, upon reasonable notice and subject to applicable laws relating to the exchange of information, afford the Company and its authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement or the conditions to consummation of the Merger contained in Article VII. (e) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to provide within 20 days of such delivery the requested information based on information within the Company"s Company's possession.