Common use of Current Information Clause in Contracts

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority or any First Priority Subsidiary prior to the Effective Time; provided, however, neither Mid Penn nor First Priority shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Bank shall provide Mid Penn Bank, within ten (10) business days after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and First Priority shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority William Penn Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority William Penn Subsidiary, as applicable. Without limiting the foregoing, senior executive officers of Mid Penn and First Priority William Penn shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority William Penn and the First Priority William Penn Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority William Penn shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority William Penn or any First Priority William Penn Subsidiary prior to the Effective Time; provided, however, neither Mid Penn nor First Priority William Penn shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority William Penn Bank shall provide Mid Penn Bank, within ten fifteen (1015) business days Business Days after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority William Penn Bank shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and First Priority William Penn shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority William Penn Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Scottdale shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority and the First Priority Subsidiaries Scottdale and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority Scottdale shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority or any First Priority Subsidiary Scottdale prior to the Effective Time; provided, however, neither Mid Penn nor First Priority Scottdale shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Bank Scottdale shall provide Mid Penn Bank, within ten (10) business days a reasonable period of time after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank Scottdale shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of . To the extent requested by Mid Penn, Scottdale shall provide Mid Penn copies of minutes of meetings of the Board of Directors and First Priority shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment lawcommittees thereof.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Univest Subsidiaries or First Priority the Fox Chase Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Univest Subsidiary or First Priority Fox Chase Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Univest and First Priority Fox Chase shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Fox Chase and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Fox Chase Subsidiaries, in accordance with applicable law, and First Priority Fox Chase shall give due consideration to Mid PennUnivest’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Univest nor any Mid Penn Univest Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Fox Chase or any First Priority Fox Chase Subsidiary prior to the Effective Time; provided, however, that neither Mid Penn Univest nor First Priority Fox Chase shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Fox Chase Bank shall provide Mid Penn Univest Bank, within ten (10) business days a reasonable period of time after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank Fox Chase shall provide Mid Penn Univest Bank with a schedule of all commercial loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. To the extent requested by Univest, Fox Chase and Fox Chase Bank shall each provide Univest copies of minutes of meetings of the board of directors and the committees thereof. (c) Each of Mid Penn and First Priority shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Brunswick Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Brunswick Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Brunswick shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Brunswick and the First Priority Brunswick Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority Brunswick shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Brunswick or any First Priority Brunswick Subsidiary prior to the Effective Time; , provided, however, neither Mid Penn nor First Priority Brunswick shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel, or violate any regulatory confidentiality requirements. (b) First Priority Brunswick Bank shall provide Mid Penn Bank, within ten fifteen (1015) business days after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Brunswick Bank shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and First Priority Brunswick shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Brunswick Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) 6.3.1 During the period from the date of this Agreement to the Effective Time, each party FedFirst will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing CB to inform CB regarding FedFirst’s operations at such times as the other party CB may reasonably request. Each party FedFirst will promptly notify the other party CB of any material change in the normal ordinary course of its business or in the operation of the its properties of such party or the Mid Penn Subsidiaries or First Priority Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party FedFirst or any Mid Penn Subsidiary or First Priority FedFirst Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn CB and First Priority shall confer at the reasonable request of the other, and FedFirst shall meet on a reasonably regular basismonthly to review, to review the extent permitted by applicable law, the financial and operational affairs of First Priority FedFirst and the First Priority Subsidiaries and of Mid Penn and the Mid Penn FedFirst Subsidiaries, in accordance with applicable law, and First Priority FedFirst shall give due consideration to Mid PennCB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn CB nor any Mid Penn Subsidiary shall, Community Bank shall under any circumstance, circumstance be permitted to exercise control of First Priority FedFirst or any First Priority FedFirst Subsidiary prior to the Effective Time; provided. 6.3.2 FedFirst and CB shall cooperate regarding a plan for the conversion of data processing and related electronic informational systems of FedFirst to those used by CB, howeverwhich planning shall include, neither Mid Penn nor First Priority but not be limited to, discussion of the possible termination by FedFirst of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by FedFirst in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that FedFirst shall not be required obligated to take any such action that would provide access prior to or disclose information where such access or disclosure wouldthe Effective Time and, in such disclosing party’s unless FedFirst otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. CB and Community Bank shall indemnify FedFirst for any reasonable judgmentout-of-pocket fees, violate or prejudice the rights, business interestsexpenses, or confidences charges that FedFirst or any FedFirst Subsidiary may incur as a result of taking, at the request of CB or any customer or other person or would result in CB Subsidiary, any action to facilitate the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counselconversion. (b) First Priority Bank 6.3.3 FedFirst shall provide Mid Penn BankCB, within ten fifteen (1015) business days after Business Days of the end of each calendar month, a written list of Nonperforming Assetsnonperforming assets (the term “nonperforming assets,” for purposes of this subsection, its asset quality report means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and a written list of its investment security purchases during the calendar month then ended(v) and impaired loans. On a monthly basis, First Priority Bank FedFirst shall provide Mid Penn Bank CB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and First Priority shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.the

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority the Phoenix Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Phoenix Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Phoenix shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Phoenix and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Phoenix Subsidiaries, in accordance with applicable law, and First Priority Phoenix shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Phoenix or any First Priority Phoenix Subsidiary prior to the Effective Time; provided. Provided, however, neither Mid Penn nor First Priority Phoenix shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Miners Bank shall provide Mid Penn Bank, within ten (10) business days a reasonable period of time after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank Phoenix shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. To the extent requested by Mid Penn, Phoenix and Miners Bank shall each provide Mid Penn copies of minutes of meetings of the Board of Directors and the committees thereof. (c) Each of Mid Penn and First Priority Phoenix shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Phoenix Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Univest Subsidiaries or First Priority the Valley Green Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Univest Subsidiary or First Priority Valley Green Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Univest and First Priority Valley Green shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Valley Green and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Valley Green Subsidiaries, in accordance with applicable law, and First Priority Valley Green shall give due consideration to Mid PennUnivest’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Univest nor any Mid Penn Univest Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Valley Green or any First Priority Valley Green Subsidiary prior to the Effective Time; provided, however, neither Mid Penn Univest nor First Priority Valley Green shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Bank Valley Green shall provide Mid Penn Univest Bank, within ten (10) business days a reasonable period of time after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank Valley Green shall provide Mid Penn Univest Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. To the extent requested by Univest, Valley Green shall provide Univest copies of minutes of meetings of the Board of Directors and the committees thereof. (c) Each of Mid Penn Univest and First Priority Valley Green shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Valley Green Subsidiary or any Mid Penn Univest Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Univest Subsidiaries or First Priority the Fox Chase Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Univest Subsidiary or First Priority Fox Chase Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Univest and First Priority Fox Chase shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Fox Chase and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Fox Chase Subsidiaries, in accordance with applicable law, and First Priority Fox Chase shall give due consideration to Mid PennUnivest’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Univest nor any Mid Penn Univest Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Fox Chase or any First Priority Fox Chase Subsidiary prior to the Effective Time; provided, however, that neither Mid Penn Univest nor First Priority Fox Chase shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Fox Chase Bank shall provide Mid Penn Univest Bank, within ten (10) business days a reasonable period of time after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank Fox Chase shall provide Mid Penn Univest Bank with a schedule of all commercial loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. To the extent requested by Univest, Fox Chase and Fox Chase Bank shall each provide Univest copies of minutes of meetings of the board of directors and the committees thereof. (c) Each of Mid Penn Univest and First Priority Fox Chase shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Fox Chase Subsidiary or any Mid Penn Univest Subsidiary, as applicable, under any labor or employment law. (d) Univest and Fox Chase shall meet on a regular basis to discuss and plan for the conversion of Fox Chase’s data processing and related electronic informational systems to those used by Univest Bank, which planning shall include, but not be limited to: discussion of the possible termination by Fox Chase of third-party service provider arrangements effective at the Effective Time or at a date thereafter; non-renewal of personal property leases and software licenses used by Fox Chase in connection with its systems operations; retention of outside consultants and additional employees to assist with the conversion and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Fox Chase shall not be obligated to take any such action prior to the Effective Time. If Fox Chase takes, at the request of Univest Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Univest Bank shall pay any such fees and charges directly to such third parties, and shall indemnify Fox Chase for the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by Fox Chase.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Riverview Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Riverview Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Riverview shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Riverview and the First Priority Riverview Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority Riverview shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Riverview or any First Priority Riverview Subsidiary prior to the Effective Time; provided, however, neither Mid Penn nor First Priority Riverview shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Riverview Bank shall provide Mid Penn Bank, within ten fifteen (1015) business days after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Riverview Bank shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and First Priority Riverview shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Riverview Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party FNBPA will cause one or more of its representatives to confer with representatives of the other party Juniata and report the general status of its ongoing operations at such times as the other party Juniata may reasonably request. Each party FNBPA will promptly notify the other party Juniata of any material change in the normal course of its business or in the operation of the its and FNBPA Subsidiaries’ properties of such party or the Mid Penn Subsidiaries or First Priority Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party FNBPA or any Mid Penn Subsidiary or First Priority FNBPA Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Juniata and First Priority shall confer at the reasonable request of the other, and FNBPA shall meet on a reasonably regular basis, basis (expected to be at least monthly) to review the financial and operational affairs of First Priority FNBPA and the First Priority Subsidiaries and of Mid Penn and the Mid Penn FNBPA Subsidiaries, in accordance with applicable law, and First Priority shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority or any First Priority Subsidiary prior to the Effective Time; provided. Provided, however, neither Mid Penn nor First Priority FNBPA shall not be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing partyFNBPA’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party FNBPA of the privilege protecting communications between such disclosing party FNBPA and any of its legal counsel. (b) First Priority Bank FNB Port Allegany and JVB shall meet on a regular basis to discuss and plan for the conversion of FNB Port Allegany’s data processing and related electronic informational systems to those used by JVB, which planning shall include, but not be limited to, discussion of the possible termination of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that neither party shall be obligated to take any such actions prior to the Effective Time and, unless the parties otherwise agree, no conversion shall take place prior to the Effective Time. (c) FNB Port Allegany shall provide Mid Penn BankJVB, within ten (10) business days after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank FNBPA shall provide Mid Penn Bank JVB with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (cd) Each of Mid Penn and First Priority FNBPA shall promptly inform the other Juniata upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party FNBPA or any First Priority FNBPA Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Penns ▇▇▇▇▇ Subsidiaries or First Priority the Luzerne Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Penns ▇▇▇▇▇ Subsidiary or First Priority Luzerne Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Penns ▇▇▇▇▇ and First Priority Luzerne shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Luzerne and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Luzerne Subsidiaries, in accordance with applicable law, and First Priority Luzerne shall give due consideration to Mid Penn’s Penns ▇▇▇▇▇’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Penns ▇▇▇▇▇ nor any Mid Penn Penns ▇▇▇▇▇ Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Luzerne or any First Priority Luzerne Subsidiary prior to the Effective Time; provided. Provided, however, neither Mid Penn Penns ▇▇▇▇▇ nor First Priority Luzerne shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority Luzerne Bank shall provide Mid Penn JSS Bank, within ten (10) business days a reasonable period of time after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority Bank Luzerne shall provide Mid Penn JSS Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. To the extent requested by Penns ▇▇▇▇▇, Luzerne and Luzerne Bank shall each provide Penns ▇▇▇▇▇ copies of minutes of meetings of the Board of Directors and the committees thereof. (c) Each of Mid Penn Penns ▇▇▇▇▇ and First Priority Luzerne shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority Luzerne Subsidiary or any Mid Penn Penns ▇▇▇▇▇ Subsidiary, as applicable, under any labor or employment law.

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority 1st Colonial Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority 1st Colonial Subsidiary, as applicable. Without limiting the foregoing, senior executive officers of Mid Penn and First Priority 1st Colonial shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority 1st Colonial and the First Priority 1st Colonial Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority 1st Colonial shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority 1st Colonial or any First Priority 1st Colonial Subsidiary prior to the Effective Time; provided, however, neither Mid Penn nor First Priority 1st Colonial shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel. (b) First Priority 1st Colonial Bank shall provide Mid Penn Bank, within ten fifteen (1015) business days Business Days after the end of each calendar month, a written list of Nonperforming Assetsnonperforming assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, First Priority 1st Colonial Bank shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and First Priority 1st Colonial shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any First Priority 1st Colonial Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law.