Common use of Access; Certain Communications Clause in Contracts

Access; Certain Communications. (a) Between July 22, 1997 and the Closing Date, subject to any Applicable Laws or other agreements relating to the exchange of information, Opgroup shall, and shall cause the Opgroup Subsidiaries to, afford to PIMCO Advisors and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the Opgroup Business; provided, however, that PIMCO Advisors' investigation shall be conducted in a manner which does not unreasonably interfere with the normal operations of the Opgroup Business. All such information and access shall be subject to the terms and conditions of that certain Confidentiality Agreement between Opgroup and PIMCO Advisors, dated August 13, 1996. (b) Between July 22, 1997 and the Closing Date, subject to any Applicable Laws or other agreements relating to the exchange of information, PIMCO Advisors, TAG and PAI shall afford to Opgroup, the Opgroup Subsidiaries and their authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of TAG, PAI, PIMCO Advisors and the PIMCO Advisors Subsidiaries; provided, however, that Opgroup and the Opgroup Subsidiaries' investigation shall be conducted in a manner which does not unreasonably interfere with the normal operations of the business of TAG, PAI, PIMCO Advisors, and the PIMCO Advisors Subsidiaries. All such information and access shall be subject to the terms and conditions of that certain Confidentiality Agreement between Opgroup and PIMCO Advisors, dated January 10, 1997.

Access; Certain Communications. (a) Between July 22, 1997 the date of this Agreement and the Closing Date, subject to any Applicable Laws or other agreements relating to the exchange of information, Opgroup shall, : (a) Bancorp and the Bancorp Subsidiaries shall cause the Opgroup Subsidiaries to, afford to PIMCO Advisors Commercial and its authorized agents and representatives complete reasonable access, upon reasonable notice to an executive officer of Bancorp and during normal business hours, to all contractsContracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the Opgroup Businessbusiness of Bancorp and the Bancorp Subsidiaries. Bancorp and the Bancorp Subsidiaries shall cause their personnel, attorneys and accountants to provide assistance to Commercial in Commercial's investigation of matters relating to the Merger, including allowing Commercial and its authorized agents and representatives access to their operating sites and facilities and cooperating therewith in an effort to coordinate and facilitate conversion of the Commercial and Bancorp computer systems in anticipation of consummation of the Merger; provided, however, that PIMCO Advisors' Commercial's investigation shall be conducted in a manner which does not unreasonably interfere with the normal operations operations, customers, and employee relations of Bancorp and the Opgroup Business. All Bancorp Subsidiaries; provided further, however, that, in providing the foregoing access, Bancorp shall not be required to jeopardize its attorney-client privilege (Bancorp hereby agreeing to use all reasonable efforts to make appropriate alternative disclosure arrangements in such information and access shall be subject to the terms and conditions of that certain Confidentiality Agreement between Opgroup and PIMCO Advisors, dated August 13, 1996circumstances). (b) Between July 22, 1997 and the Closing Date, subject to any Applicable Laws or other agreements relating to the exchange of information, PIMCO Advisors, TAG and PAI Commercial shall afford to Opgroup, the Opgroup Subsidiaries Bancorp and their its authorized agents and representatives complete reasonable access, upon reasonable notice to an executive officer of Commercial and during normal business hours, to all contractsContracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of TAGrelevance, PAIin the reasonable judgment of Commercial, PIMCO Advisors to the transactions contemplated hereby. Commercial shall cause its personnel, attorneys and accountants to provide assistance to Bancorp in Bancorp's investigation of matters relating to the PIMCO Advisors SubsidiariesMerger, including allowing Bancorp and its authorized agents and representatives access to its operating sites and facilities; provided, however, that Opgroup and the Opgroup Subsidiaries' Bancorp's investigation shall be conducted in a manner which does not unreasonably interfere with Commercial's normal operations, customers, and employee relations; provided further, however, that, in providing the normal operations foregoing access, Commercial shall not be required to jeopardize its attorney-client privilege (Commercial hereby agreeing to use all reasonable efforts to make appropriate alternative disclosure arrangements in such circumstances). (c) The investigations of the business parties pursuant to this Section 6.6 shall not affect any of TAGthe representations or warranties contained herein. (a) The parties to this Agreement shall cooperate with each other and use their reasonable best efforts promptly to prepare and file all necessary documentation, PAIto effect all applications, PIMCO Advisorsnotices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the PIMCO Advisors transactions contemplated by this Agreement. If any required consent of or waiver by any third party (excluding any Governmental Authority) is not obtained prior to the Closing, or if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Commercial would not in fact receive all such rights and benefits, the parties hereto, each without cost, expense or liability to the other, shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and will consult with each other on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Commercial, the Bank, Bancorp, the Company or the Bancorp Subsidiaries. All such information and access , as the case may be, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties to this Agreement agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the others apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other parties hereto evidence of the filing of all applications, filings, registrations and notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other parties hereto a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Commercial, Bancorp, the Company and the Bancorp Subsidiaries shall each act reasonably and as promptly as practicable. (b) Commercial shall prepare and, subject to the terms review and conditions reasonable consent of Bancorp with respect to matters relating to Bancorp or any Bancorp Subsidiary, file with the SEC as soon as is reasonably practicable the Registration Statement (or the equivalent in the form of preliminary proxy material). The parties hereto shall use their reasonable best efforts (i) to cause the Registration Statement to become effective, (ii) to maintain the effectiveness thereof through the Effective Time, and (iii) to the extent any such party becomes aware of any information contained or omitted from the Registration Statement which makes any material statement contained therein false or misleading, to file the information necessary to make such statements in the Registration Statement not false or misleading. Commercial also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Commercial Common Stock under the Registration Statement as contemplated hereby. Commercial and Bancorp shall use their respective reasonable best efforts to mail at the earliest practicable date to Commercial shareholders and Bancorp shareholders, respectively, a Proxy Statement, which shall include all information required under Applicable Law to be furnished to Commercial shareholders and Bancorp shareholders, respectively, in connection with the Merger and the transactions contemplated hereby and shall include the recommendation of the Commercial Board and of the Bancorp Board in favor of the Merger, this Agreement and the transactions contemplated hereby; provided, however, that certain Confidentiality the Bancorp Board shall not be required to make such recommendation if it reasonably determines in good faith not to so recommend based upon the advice of counsel, which counsel either is ▇▇▇▇▇▇▇, Spidi, Sloane & ▇▇▇▇▇, P.C. or is otherwise reasonably acceptable to Commercial, to the effect that to so recommend would constitute a violation of the Board's fiduciary duties under Applicable Law. (c) Each party to this Agreement between Opgroup shall, upon request, promptly furnish each other with all information concerning themselves, Affiliates, directors, officers and PIMCO Advisorsstockholders and such other matters as may be reasonably necessary or advisable in connection with any statement (including the Registration Statement), dated January 10filing, 1997notice or application made by or on behalf of Commercial, the Bank, Bancorp, the Company or the Bancorp Subsidiaries to any Governmental Authority in connection with the transactions contemplated by this Agreement. (d) The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.

Access; Certain Communications. (a) Between July 22, 1997 the date of this Agreement and the Closing Date, subject to any Applicable Laws or other agreements relating to the exchange of information, Opgroup shall, information and to any order of the Director of the Department or issued pursuant to the Reorganization Proceeding: (a) Seller shall (and shall cause the Opgroup Subsidiaries Company and each Subsidiary to, ) afford to PIMCO Advisors Buyer and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to all contracts and other documents and other information (except immaterial contracts, documents and information subject to confidentiality agreements) of or relating to the assets, liabilities, business, operations, personnel operations and other aspects of the Opgroup Businessbusiness of the Company and the Subsidiaries and shall use commercially reasonable efforts to cause RGA, the RGA Subsidiaries, Conning and the Conning Subsidiaries to afford such access to Buyer and its authorized agents and representatives. Seller shall cause the Company Employees and the employees of any Subsidiary and each of the Company's and their respective attorneys, financial advisors, auditors, actuarial advisors and other representatives to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Shares; provided, however, that PIMCO Advisors' Buyer's investigation shall be conducted in a manner which does not unreasonably materially interfere with the normal operations operations, customers and employee relations of the Opgroup BusinessCompany, its Subsidiaries, RGA, the RGA Subsidiaries, Conning or the Conning Subsidiaries. All such Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information and access shall be subject with respect to the terms Company, the Subsidiaries, RGA, the RGA Subsidiaries, Conning and conditions the Conning Subsidiaries, which has been provided or made available to them at any time, including during the period between the date of that certain Confidentiality this Agreement between Opgroup and PIMCO Advisors, dated August 13, 1996.the Closing Date; (b) Between July 22except as required pursuant to any order of the Director of the Department or issued pursuant to the Reorganization Proceeding, 1997 Seller shall give prompt notice to Buyer of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby, (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or to Seller's knowledge threatened against Seller, the Company and the Closing DateSubsidiaries, subject and, if known, RGA, the RGA Subsidiaries, Conning and the Conning Subsidiaries, that, if pending on the date of this Agreement, would have been required to any Applicable Laws have been disclosed, or other agreements relating relate to the exchange consummation of information, PIMCO Advisors, TAG and PAI shall afford to Opgroup, the Opgroup Subsidiaries and their authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of TAG, PAI, PIMCO Advisors and the PIMCO Advisors Subsidiariestransactions contemplated by this Agreement; provided, however, that Opgroup and the Opgroup Subsidiaries' investigation delivery of any 36 37 notice pursuant to this Section 6.4(b) shall be conducted in a manner which does not unreasonably interfere with limit or otherwise affect the normal operations of the business of TAG, PAI, PIMCO Advisorsremedies available hereunder to Buyer; and (c) Seller shall, and the PIMCO Advisors Subsidiaries. All such shall cause any other Person receiving access thereto to, keep strictly confidential any and all non-public information it or they may receive from or concerning Buyer and access shall be subject its Affiliates, including, without limitation, any information received pursuant to the terms and conditions of that certain Confidentiality Agreement between Opgroup and PIMCO Advisors, dated January 10, 1997Section 6.6.