Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause the Company Subsidiaries and the Parent Subsidiaries, respectively, and their respective Representatives to, afford to the other Party and its Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, such information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), or (D) if it would jeopardize attorney work product or attorney-client privilege.

Access; Confidentiality. (a) During From the Interim Perioddate of this Agreement through the Closing Date, Marked Tree Bancshares or Pocahontas Bancorp, as the case may be, shall afford to, and shall cause each Marked Tree Bancshares Subsidiary or Pocahontas Bancorp Subsidiary to the extent permitted by applicable Lawafford to, the Companyother party and its authorized agents and representatives, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause the Company Subsidiaries and the Parent Subsidiaries, respectively, and access to their respective Representatives toproperties, afford to the other Party assets, books and its Representatives reasonable access (including for the purpose of coordinating transition planning) records and personnel, during normal business hours and upon after reasonable advance notice notice; and the officers of Marked Tree Bancshares and Pocahontas Bancorp will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to all of their respective the businesses, properties, officesassets, books, contracts, commitments books and records and personnel as the person making such investigation shall from time to their officerstime reasonably request, accountants, manager’s employees, counsel provided that such investigation shall be reasonably related to the transaction contemplated hereby and other Representatives, and those shall not interfere unnecessarily with normal operations. None of the Company Subsidiaries parties or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, such information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent their respective subsidiaries shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings where such access or deliberations disclosure would violate or prejudice the rights of its board their respective customers, jeopardize the attorney-client privilege of trustees (the institution or an authorized committee thereof) company in possession or communications among the members thereof control of such information, or with their Representativescontravene any law, (B) relating rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the consideration, negotiation or performance date of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The parties will hold all such information delivered in confidence to permit reasonable disclosure not the extent required by, and in violation accordance with, the provisions of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable the Confidentiality Agreement, dated July 24, 2002, between Marked Tree Bancshares and Pocahontas Bancorp (the "Confidentiality Agreement"), or (D) if it would jeopardize attorney work product or attorney-client privilege.

Access; Confidentiality. (a) During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause each of the Company Subsidiaries other Parent Entities and the Parent Subsidiariesother Company Entities, respectively, and their respective Representatives to, afford to the other Party Parties and its to their respective Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their and their respective Subsidiaries' respective properties, offices, books, contracts, commitments commitments, personnel and records and to their its and its respective Subsidiaries' officers, accountants, manager’s 's employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, subject, in the case of competitively sensitive information, to any "clean-room" arrangements agreed between the Parties, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business business, properties and properties personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 7.2 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or and performance of this Agreement and related agreements, (CB) the disclosure of which would violate any Law, Law or legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty Law or contractual obligation and provided, further, however that this subclause statutory duty) or (C) shall not apply that is subject to any contractual obligation pursuant to an Acceptable Confidentiality Agreement)attorney-client, or (D) if it would jeopardize attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client client, attorney work product or other legal privilege). Each of the Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access, data and information hereunder. Notwithstanding any other provision of this Agreement, each Party agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 7.1 for any competitive or other purpose unrelated to the consummation of the Merger, the other Transactions, the Financing or the Healthcare Properties Sale. Prior to the Effective Time, neither Party shall, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with third parties with which the other Party has a business relationship (including tenants/subtenants) regarding the business of the other Party and its Subsidiaries without the prior written consent of the other Party (provided that, for the avoidance of doubt, nothing in this Section 7.1 shall be deemed to restrict any Party and their respective Representatives and Affiliates from contacting such parties in pursuing its own business in the ordinary course).

Access; Confidentiality. (a) During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause each of the Company Subsidiaries other Parent Entities and the Parent Subsidiariesother Company Entities, respectively, and their respective Representatives to, afford to the other Party Parties and its to their respective Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their and their respective Subsidiaries’ respective properties, offices, books, contracts, commitments commitments, personnel and records and to their its and its respective Subsidiaries’ officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, subject, in the case of competitively sensitive information, to any “clean-room” arrangements agreed between the Parties, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business business, properties and properties personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 7.2 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or and performance of this Agreement and related agreements, (CB) the disclosure of which would violate any Law, Law or legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty Law or contractual obligation and provided, further, however that this subclause statutory duty) or (C) shall not apply that is subject to any contractual obligation pursuant to an Acceptable Confidentiality Agreement)attorney-client, or (D) if it would jeopardize attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client client, attorney work product or other legal privilege). Each of the Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access, data and information hereunder. Notwithstanding any other provision of this Agreement, each Party agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 7.1 for any competitive or other purpose unrelated to the consummation of the Merger, the other Transactions, the Financing or the Healthcare Properties Sale. Prior to the Effective Time, neither Party shall, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with third parties with which the other Party has a business relationship (including tenants/subtenants) regarding the business of the other Party and its Subsidiaries without the prior written consent of the other Party (provided that, for the avoidance of doubt, nothing in this Section 7.1 shall be deemed to restrict any Party and their respective Representatives and Affiliates from contacting such parties in pursuing its own business in the ordinary course).

Access; Confidentiality. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article IX, and subject to applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable prior written notice, (ai) During give Parent and its authorized Representatives, reasonable access during normal business hours to all of the Interim PeriodCompany’s books, records, management, offices and other facilities and properties and (ii) disclose to Parent and its Representatives with such information concerning its business, properties, contracts, assets and liabilities; provided that all such access or disclosure shall be coordinated through the Company or its Representatives. The provisions of Section 10.11 shall apply to any information provided pursuant to this Section 7.1. However, the Company or any of its Subsidiaries shall not be required to provide access to or disclose any information, to the extent permitted by such access or disclosure would (i) jeopardize any attorney-client privilege, work product doctrine or other applicable Law, privilege; (ii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law or contractual restriction or obligations; (iv) violate any of its obligations with respect to confidentiality, on (v) give a third party the one handright to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement, and Parent, on the other hand, shall, and or (vi) cause significant competitive harm to the Company and Parent shall cause or its Subsidiaries if the Company Subsidiaries and the Parent SubsidiariesTransactions are not consummated; provided that, respectively, and their respective Representatives to, afford to the other Party and its Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, such information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligationeach of (i) through (vi), which is in effect on the date hereof) of the Party or any of its Representatives to any third party (provided, however, that the withholding Party Company shall use its reasonable best efforts to make allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including entering into appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty common interest or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), or (D) if it would jeopardize attorney work product or attorney-client privilegesimilar agreements.

Access; Confidentiality. (a) During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent Seller shall cause the Company Subsidiaries and the Parent Subsidiaries, respectively, and their respective Representatives to, afford prior to the other Party Closing to (i) give Purchaser and its Representatives authorized representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contractsrecords, commitments and records and to their officerspersonnel, accountants, manager’s employees, counsel offices and other Representativesfacilities and properties of the Company, (ii) permit Purchaser to make inspections thereof as Purchaser may reasonably request and those (iii) cause the officers of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during to furnish Purchaser with such period, each Party shall reasonably promptly make available financial and operating data and other information with respect to the other Party, such information (financial or otherwise) concerning its business and properties of the Company as such other Party Purchaser may from time to time reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Representatives to any third party (; provided, however, that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the withholding Party supervision of Seller's or the Company's personnel and in such a manner as reasonably necessary not to interfere substantially with the normal operation of the business of Seller or the Company. Subject to the provisions of Section 5.4(h), notwithstanding anything contained in this or any other agreement between Purchaser and Parent and/or Seller executed prior to the date hereof, none of the Company, Parent, Seller or any of their respective Affiliates shall use its reasonable best efforts have any obligation to make appropriate substitute arrangements available to permit reasonable disclosure not in violation of any Law, legal duty Purchaser or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement)its representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Parent or any of its Affiliates or predecessors, or any related material (Dexcept as any such material may relate solely to the Company) and nothing herein shall require Parent, Seller or the Company to disclose any information to Purchaser if it such disclosure would (i) jeopardize attorney work product or any attorney-client privilegeor other legal privilege or (ii) contravene any applicable laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which Parent, Seller, the Company or any of their respective Affiliates is a party).

Access; Confidentiality. (a) During Through the Interim PeriodClosing, each party hereto shall afford to the extent permitted by applicable Lawother, including its authorized representatives, reasonable access to its and MVB’s, in the Company, on case of the one handPurchaser, and ParentMFG’s, on in the other handcase of the Seller, shallbusinesses, properties, assets, books and records, and personnel, at reasonable hours and after reasonable notice; and the Company and Parent officers of the Purchaser or, with respect to the Seller, MFG shall cause the Company Subsidiaries officers of MFG to, furnish the other party making such investigation, including its authorized representatives, with such financial and the Parent Subsidiariesoperating data and other information with respect to such businesses, respectivelyproperties, assets, books and records, and their respective Representatives topersonnel as the party making such investigation, afford or its authorized representatives, shall from time to the other Party time reasonably request. Each party hereto agrees that it, and its Representatives reasonable access (including for authorized representatives, will conduct such investigation and discussions hereunder in a confidential manner and otherwise in a manner so as not to interfere unreasonably with the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their respective propertiesPurchaser’s, officesMVB’s, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent SubsidiariesMFG’s, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, such information (financial or otherwise) concerning its business normal operations and properties as such other Party may reasonably requestcustomer and employee relationships. Notwithstanding the foregoing, neither the Company nor Parent party hereto shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings where such access or deliberations disclosure would violate the rights of its board the Purchaser’s, MVB’s, or MFG’s, as applicable, customers, jeopardize the attorney-client privilege of trustees (the Person in possession or an authorized committee thereof) control of such information, or communications among the members thereof contravene any Requirements of Law or with their Representatives, (B) relating binding Contract entered into prior to the consideration, negotiation or performance date of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. No investigation by a party hereto shall affect the ability of such party to permit reasonable disclosure not in violation rely on the representations, warranties, covenants, and Contracts of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), or (D) if it would jeopardize attorney work product or attorney-client privilegethe other party.

Access; Confidentiality. (a) During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent STI shall cause the US Company and the US Company Subsidiaries and SBV shall cause the Parent Subsidiaries, respectively, BVI Company and their respective Representatives to, afford the BVI Subsidiaries prior to the other Party Closing to (i) give Purchaser and each of its Representatives respective authorized representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contractsrecords, commitments and records and to their officerspersonnel, accountants, manager’s employees, counsel offices and other Representatives, facilities and those properties of the Companies, (ii) permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) cause the member or officers of each Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during to furnish Purchaser with such period, each Party shall reasonably promptly make available financial and operating data and other information with respect to the other Party, such information (financial or otherwise) concerning its business and properties of each Company as such other Party Purchaser may from time to time reasonably request. Notwithstanding the foregoing; provided, neither the Company nor Parent however, that any such access shall be required by this Section 7.2 to provide conducted at a reasonable time under the other Party reasonable supervision of any of the personnel of the Seller Parties or the Representatives of Companies and in such other Party with access a manner as to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among maintain the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance confidentiality of this Agreement and related agreementsthe transactions contemplated hereby and not to interfere with the normal operation of the business of any Seller Party or Company. Notwithstanding anything contained in this or any other agreement between Purchaser, (C) Parent and the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on Seller Parties executed prior to the date hereof) , no Company, Seller Party or any Affiliate of the Seller Parties shall have any obligation to make available to Purchaser, Parent or any of their respective representatives, or provide Purchaser, Parent or any of their respective representatives with, any consolidated, combined or unitary Tax Return filed by any Seller Party or any of its Representatives to any third party (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty Affiliates or contractual obligation and provided, further, however that this subclause (C) shall not apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement)predecessors, or (D) if it would jeopardize attorney work product or attorney-client privilegeany related material.