Common use of Access; Information Clause in Contracts

Access; Information. (a) The Company 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 such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel of the Company and its Subsidiaries and to such other information as Parent may reasonably request and, during such period, it shall furnish promptly to Parent all information concerning the business, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request. (b) Parent agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. No investigation by Parent 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 the obligations of Parent and Parent Sub to consummate the Transactions.

Access; Information. (a) The Company agrees that will, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its officersauthorized Representatives, employees, counsel, accountants and other authorized representatives such 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, without limitation, Tax Returns including tax returns and work papers of independent auditors), properties properties, personnel and personnel of the Company and its Subsidiaries and to such other information as Parent may reasonably request and, during such period, it shall furnish promptly to Parent 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 Company and its Subsidiaries as Parent other party may reasonably request. (b) Parent agrees that 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 will notshall 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 will cause its representatives not to(ii) all other information concerning the business, use 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 6.05 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as well as any other information obtained prior it may be amended from time to time, the date hereof in connection with the entering into of this "Confidentiality Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law"), between Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. . (d) No investigation by Parent a 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, Agreement or the conditions to consummation of the obligations 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 Parent Sub approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to consummate provide within 20 days of such delivery the Transactionsrequested information based on information within the Company"s possession.

Access; Information. (a) The Company 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 such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), 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 Parent all information concerning the business, properties and personnel of the Company and or its Subsidiaries as Parent may reasonably request. (b) All information furnished to Parent agrees that it will notby the Company pursuant to Section 6.05(a) shall be subject to, and will cause its representatives not toParent shall hold all such information in confidence in accordance with, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation provisions of the Transactions. Subject to the requirements Confidentiality Agreement, dated as of lawJuly 29, Parent shall keep confidential2003, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of between the Company or and Parent (ivthe “Confidentiality Agreement”). (c) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. No investigation by Parent 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 the obligations of Parent and Parent Sub to consummate the Transactions. (d) Notwithstanding anything contained in this Agreement 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 any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement 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 nor Parent (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to 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 disclosure could result in a violation of any federal or state securities law.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its Parent's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel of the Company and its Subsidiaries the Company Bank and to such other information relating to the Company or the Company Bank as Parent may reasonably request and, during such period, it shall furnish promptly to Parent all information concerning the business, properties and personnel of the Company and its Subsidiaries the Company Bank as Parent may reasonably request. Parent has, prior to the execution and delivery of this Agreement, been given access to and the opportunity to examine certain materials provided by the Company, including the year-end financials, credit files, ALCO packages and minutes, loan loss reserve adequacy reports and loan risk analyses, and an opportunity to ask questions of and to receive answers from officers and representatives of the Company and the Subsidiaries. As of the date of this Agreement, the Parent has, in all material respects, completed its review of the materials so provided by the Company and the Subsidiaries. (b) Parent 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 such access to Parent's personnel as the Company may reasonably request. (bc) Parent Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, Parent each party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company party to which such information pertains or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent each party shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company another party hereto to be returned to the Company or destroyed and, upon party which furnished the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been takensame. No investigation by Parent any party 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 the obligations of Parent and Parent Sub any party's obligation to consummate the Transactions.

Access; Information. (a) The Each of the Company and the Buyer agrees that that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall, and shall cause each of its Subsidiaries to, afford Parent the other party and its the other party's officers, employees, counsel, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and properties, personnel of the Company and its Subsidiaries and to such other information as Parent any party may reasonably request request, and, during such period, it shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent such other party (i) a copy of each material report, schedule, registration statement, application and other document filed by it pursuant to the requirements of United States federal or state securities or banking laws or received by it from any Regulatory Agency, and (ii) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Parent other may reasonably request. Neither party nor any of its respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of such party's or its respective Subsidiaries' customers, jeopardize the attorney- client privilege of the institution in 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. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Parent Each of the Company and the Buyer agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactionstransactions contemplated by this Agreement. Subject to the requirements of law, Parent shall each party will keep confidential, and shall will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company party to which such information pertains or (iv) is or becomes readily ascertainable from publicly available published information or trade sources. In the event that this Agreement is terminated or the Transactions transactions contemplated by this Agreement shall otherwise fail to be consummated, Parent each party shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company another party hereto to be returned to the Company or destroyed and, upon party which furnished the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. same. (c) No investigation by Parent 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 the obligations of Parent and Parent Sub either party's obligation to consummate the Transactionstransactions contemplated by this Agreement.

Access; Information. (a) The Company Each Seller agrees that upon reasonable notice and subject to applicable laws Applicable Law relating to the exchange of information, it shall will afford Parent Purchaser, and its officersPurchaser’s Representatives, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to before the Effective Time Closing to the books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties and properties, personnel of the Company and its Subsidiaries and to such other information as Parent Purchaser may reasonably request and, during such period, it shall will furnish promptly to Parent Purchaser (i) a copy of each report, schedule and other document filed by it pursuant to the requirements of Applicable Law respecting banking or securities, and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries it as Parent 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 agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. No investigation by Parent Purchaser of the business and affairs of the Company 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, or the conditions to the obligations of Parent and Parent Sub Purchaser’s obligation to consummate the Transactionstransactions 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, including Trade Secrets (each, whether oral or written and collectively, “Confidential Information”), concerning Purchaser, in the case of the Sellers, and concerning the Sellers, 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 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 the 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 (A) in its judgment need to know such information for the purpose of evaluating, negotiating, or consummating the transactions contemplated hereby, (B) are informed by it of the confidential nature of such information, and (C) agree or are required by internal policies or fiduciary or other legal obligations to keep such information confidential. (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 Bank) in the possession of such Seller or any of its Affiliates and Representatives, and, if requested by Purchaser, Shareholder 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 certifying compliance with this provision. (e) 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 other parties to the 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 other parties that may be contained in its electronic back-up systems established for archival or disaster-recovery purposes.

Access; Information. (a) The Company 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 representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties and properties, personnel of the Company and its Subsidiaries and to such other information as Parent any party may reasonably request and, during such period, it shall furnish promptly to Parent such other party (1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (2) all other information concerning the business, properties and personnel of it as the Company and its Subsidiaries as Parent other may reasonably request. (b) Parent Each of Virginia Bancorp and CHC agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactionstransactions contemplated by this Agreement. Subject to the requirements of law, Parent shall each party will keep confidential, and shall will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection accordance with the entering into terms of this Agreement) unless such information (i) was already known to such partyAgreement and that certain Confidentiality Agreement dated as of July 22, (ii) becomes available to such party from other sources not known 2011, by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sourcesand between CHC and Virginia Bancorp. In the event that this Agreement is terminated or the Transactions transactions contemplated by this Agreement shall otherwise fail to be consummated, Parent each party shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company another party hereto to be returned to the Company or destroyed and, upon party which furnished the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. same. (c) No investigation by Parent either Virginia Bancorp or CHC 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 the obligations of Parent and Parent Sub party’s obligation to consummate the Transactionstransactions 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 party or person in 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.

Access; Information. (a1) The Company agrees that will, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its officersauthorized Representatives, employees, counsel, accountants and other authorized representatives such 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, without limitation, Tax Returns including tax returns and work papers of independent auditors), properties properties, personnel and personnel of the Company and its Subsidiaries and to such other information as Parent may reasonably request and, during such period, it shall furnish promptly to Parent 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 Company and its Subsidiaries as Parent other party may reasonably request. (b2) Parent agrees that 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 will notshall 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 will cause its representatives not to(ii) all other information concerning the business, use properties and personnel of it as the other party may reasonably request. (3) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.05 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as well as any other information obtained prior it may be amended from time to time, the date hereof in connection with the entering into of this “Confidentiality Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law”), between Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. . (4) No investigation by Parent a 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, Agreement or the conditions to consummation of the obligations Merger contained in Article VII. (5) 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 Parent Sub approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to consummate provide within 20 days of such delivery the Transactionsrequested information based on information within the Company’s possession.

Access; Information. (a) The Company Each Seller agrees that upon reasonable notice and subject to applicable laws Applicable Law relating to the exchange of information, it shall will (and the Company will cause its Subsidiaries to) afford Parent Purchaser, and its officersPurchaser’s Representatives, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to before the Effective Time to the books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties and properties, personnel of the Company and its Subsidiaries and to such other information as Parent Purchaser may reasonably request and, during such period, it shall will furnish promptly to Parent Purchaser (i) a copy of each report, schedule and other document filed by it pursuant to the requirements of Applicable Law respecting banking or securities, and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries it as Parent 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 agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. No investigation by Parent Purchaser of the business and affairs of the Company 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, or the conditions to the obligations of Parent and Parent Sub Purchaser’s obligation to consummate the Transactionstransactions 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 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 the 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) 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 other parties to the 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 other parties that may be contained in 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 shall be of no further force or effect.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its Parent's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel of the Company and its Subsidiaries and to such other information as Parent may reasonably request and, during such period, it shall furnish promptly to Parent all information concerning the its business, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, Parent and Parent's representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company are in satisfactory condition and will not in a material way adversely impact Parent after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) Parent 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 such access to Parent's personnel as the Company may reasonably request. (e) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactionstransactions contemplated by this Agreement. Subject to the requirements of law, Parent each party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company party to which such information pertains or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions transactions contemplated by this Agreement shall otherwise fail to be consummated, Parent consummated (i) each party shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company another party hereto to be returned to the party which furnished the same and (ii) for one year after such termination, neither the Company on the one hand, nor Parent or destroyed andMerger Subsidiary on the other, upon shall solicit the written request services of any employee of such other party for purposes of engaging them as an employee, agent, consultant or independent contractor of such soliciting party, provided, however, that no party will be barred from retaining the services, in any capacity, of any current employee of the Companyother party in the event such employee approaches such party with the intent of securing employment with such party. Notwithstanding the foregoing, Parent nothing herein shall furnish to prevent the Company an affidavit parties hereto from any general advertising or recruitment activities not directed specifically at the employees of the President of Parent attesting that all such action has been takenother party hereto. No investigation by Parent any party 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 the obligations of Parent and Parent Sub any party's obligation to consummate the Transactionstransactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that Indian Village shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent CSB and its officers, employees, legal counsel, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties and personnel of the Company and its Subsidiaries and to such other information as Parent CSB may reasonably request and, during such period, it (i) shall furnish promptly to Parent CSB a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning the business, properties and personnel of the Company and its Subsidiaries Indian Village as Parent CSB may reasonably request. (b) Parent agrees that it CSB will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject transactions contemplated by this Agreement, and such information will be subject to the requirements confidentiality provisions of law, Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.17. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions transactions contemplated by this Agreement shall otherwise fail to be consummated, Parent each party shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company another party hereto to be returned to the Company or destroyed and, upon party which furnished the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been takensame. No investigation by Parent 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 the obligations of Parent and Parent Sub either party’s obligation to consummate the Transactionstransactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, Indian Village shall deliver to CSB the monthly and quarterly unaudited consolidated financial statements of Indian Village prepared for its internal use and the report of condition and income of Indian Village Bank for each quarterly period completed prior to the Effective Date as the same shall become available. (e) During the period from the date of this Agreement to the Effective Time, CSB shall deliver to Indian Village any and all published financial statements of CSB and its Subsidiaries as the same shall become publicly available and shall furnish promptly to Indian Village a copy of each material report, schedule and other document filed by CSB or any of its Subsidiaries pursuant to federal or state securities or banking laws, to the extent permitted by applicable law and regulations.

Access; Information. (a) The Company agrees that will, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Parent and its officersauthorized Representatives, employees, counsel, accountants and other authorized representatives such 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, without limitation, Tax Returns including tax returns and work papers of independent auditors), properties properties, personnel and personnel of the Company and its Subsidiaries and to such other information as Parent may reasonably request and, during such period, it shall furnish promptly to Parent 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 Company and its Subsidiaries as Parent other party may reasonably request. (b) Parent agrees that 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 will notshall 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 will cause its representatives not to(ii) all other information concerning the business, use 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 6.05 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as well as any other information obtained prior it may be amended from time to time, the date hereof in connection with the entering into of this "Confidentiality Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law"), between Parent shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Company or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the Transactions shall otherwise fail to be consummated, Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the Company to be returned to the Company or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. . (d) No investigation by Parent a 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, Agreement or the conditions to consummation of the obligations 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 Parent Sub approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to consummate provide within 20 days of such delivery the Transactionsrequested information based on information within the Company's possession.