Common use of Use of Information; Confidentiality Clause in Contracts

Use of Information; Confidentiality. Each of Park and Vision Bancshares 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 contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03(a) and any other filings with Governmental Authorities or Regulatory Authorities required in order to complete the transactions contemplated by this Agreement, or as required in order to comply with applicable Laws or the rules of any national securities exchange or market where each party’s securities are traded, all information (collectively, the “Information”) received by each of Vision Bancshares and Park (as well as their respective representatives, successors and assigns), pursuant to the terms of this Agreement shall be kept in strictest confidence; provided, however, that subsequent to the filing of the Registration Statement with the SEC, this Section 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Vision Bancshares under Section 6.03. Vision Bancshares and Park agree, for themselves and their respective representatives, successors and assigns, that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of all applicable Laws, each party will keep confidential, and will cause its representatives, successors and assigns, to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless and only to the extent such Information (i) was already known to such party on a nonconfidential basis prior to disclosure, (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 party to which such Information pertains, (iv) is or becomes readily ascertainable from published information or trade sources, or (v) is such that such party is required by Law or court order to disclose. If any party is required or reasonably believes that it is required to disclose any Information described in this Section 6.05(b) by (A) applicable Law, (B) any court of competent jurisdiction or (C) any inquiry or investigation by any Governmental Authority or Regulatory Authority that is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far so it is lawful, notify the other party of such required disclosure on the same day that the Required Party (1) is notified of a request for such disclosure from the relevant Governmental Authority or Regulatory Authority or (2) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable Laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party shall furnish only that portion of the Information described in this Section 6.05 that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Information described in this Section 6.05 so furnished. The Information shall not be used in any way detrimental to a party including use directly or indirectly in the conduct of the other party’s business or an enterprise in which such other party may have an interest, now or in the future, and whether or not in competition with such other party. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all Information relating to the other party, and furnished by the other party or prepared pursuant to Information provided by the other party regardless of who prepared the Information, to be returned to the party that furnished the same or to be destroyed. It is agreed and understood that the obligations of Vision Bancshares and Park contained in this Section 6.05 shall survive the Closing. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement.

Use of Information; Confidentiality. Each of Park and Vision Bancshares PNB, on the one hand, and A▇▇▇▇▇▇▇, on the other, 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 contemplated by this Agreement. Except for the use of information in connection with the Registration Statement described in Section 6.03(a) hereof and any other governmental filings with Governmental Authorities or Regulatory Authorities required in order to complete the transactions contemplated by this Agreement, or as required in order to comply with applicable Laws or the rules of any national securities exchange or market where each party’s securities are traded, all information (collectively, the “Information”) received by each of Vision Bancshares A▇▇▇▇▇▇▇, on the one hand, and Park (as well as their respective representativesand PNB, successors and assigns)on the other, pursuant to the terms of this Agreement shall be kept in strictest confidence; provided, however, that subsequent to the filing of the Registration Statement with the SEC, this Section 6.05 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Vision Bancshares A▇▇▇▇▇▇▇ under Section 6.03. Vision Bancshares A▇▇▇▇▇▇▇, Park and Park agree, for themselves and their respective representatives, successors and assigns, PNB agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Subject to the requirements of all applicable Lawslaws, rules and regulations, each party will keep confidential, and will cause its representatives, successors and assigns, representatives to keep confidential, all Information and documents obtained (as well as any other Information obtained prior to the date hereof in connection with the entering into of this Agreement) unless and only to the extent such Information (i) was already known to such party on a nonconfidential basis prior to disclosureparty, (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 party to which such Information pertains, (iv) is or becomes readily ascertainable from published information or trade sources, or (v) is such that such party is required by Law law or court order to disclose. If any party is required or reasonably believes that it is required to disclose any Information described in this Section 6.05(b) by (A) applicable Lawlaw, (B) any court of competent jurisdiction or (C) any inquiry or investigation by any Governmental Authority or Regulatory Authority that is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far so it is lawful, notify the other party of such required disclosure on the same day that the Required Party (1) is notified of a request for such disclosure from the relevant Governmental Authority or Regulatory Authority or (2) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable Lawslaws, rules and regulations, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content consent of such disclosure. The Required Party shall furnish only that portion of the Information described in this Section 6.05 that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Information described in this Section 6.05 so furnished. The Information shall not be used in any way detrimental to a party including use directly or indirectly in the conduct of the other party’s business or an enterprise in which such other party may have an interest, now or in the future, and whether or not in competition with such other party. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing Information relating and data as to the other party, and furnished by the other another party or prepared pursuant to Information provided by the other party regardless of who prepared the Information, hereto to be returned to the party that furnished the same or to be destroyed. It is agreed and understood that the obligations of Vision Bancshares and Park contained in this Section 6.05 shall survive the Closingsame. No investigation by either any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement.