Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller and Buyer shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Party, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the other Party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller and Buyer Party shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents agents, and other representatives Representatives of the other Party, Party reasonable access, during normal business hours during throughout the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the other Party (i) a copy of each report, schedule, registration statement statement, and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable lawLaw) and (ii) all other information concerning its business, properties properties, and personnel as the other Party may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)request. Neither Seller nor BuyerParty, nor any of their its Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any lawLaw, rule, regulation, order, judgment, decree, fiduciary duty duty, or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller Target and Buyer shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Party, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the other Party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party may reasonably request (in the case of a request by SellerTarget, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller Target nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of informationlaws, each of Seller Capital One and Buyer Discover, for the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents advisors and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before prior to the Effective Time, to all its such properties, books, contracts, commitments personnel and recordsrecords as reasonably requested by the other party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, such Party each of Capital One and Discover shall, and shall cause its respective Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party Capital One or Discover, as the case may be, is not permitted to disclose under applicable law) and (ii) all such other information concerning its business, properties and personnel as the other Party such party may reasonably request (in other than reports or documents that Capital One or Discover, as the case of a request by Sellermay be, information concerning Buyer that is reasonably related not permitted to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated herebydisclose under applicable law). Neither Seller Capital One nor Buyer, Discover nor any of their Subsidiaries, respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Capital One’s or Discover’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such Party information (after giving due consideration to the existence of any common interest, joint defense or its Subsidiaries similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before prior to the date of this Agreement. The Parties shall parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice Each of the Mid-Con Parties and subject to applicable laws relating to the confidentiality of information, each of Seller and Buyer Contango Parties shall, and shall cause each of its their Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents each other and other representatives of the other Party, their respective Representatives reasonable access, access during normal business hours hours, during the period before prior to the Effective TimeTime or the termination of this Agreement in accordance with its terms, to all its their respective properties, assets, books, contracts, commitments commitments, personnel and records, records and, during such period, such Party each of the Mid-Con Parties and the Contango Parties shall, and shall cause its each of their Subsidiaries to, make available furnish promptly to the other Party party: (ia) 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 or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (iib) all other information concerning its business, properties and personnel as may be reasonably requested (including Tax Returns filed and those in preparation and the other Party may reasonably request (in work papers of its auditors); provided, however, that the case of a request by Seller, foregoing shall not require either party to disclose any information concerning Buyer that is reasonably related to the prospective value extent such disclosure would contravene applicable Law. All such information shall be held confidential in accordance with the terms of Buyer Common Stock the Confidentiality and Non-Disclosure Agreement, between Contango and the Partnership, dated as of July 30, 2020 (the “Confidentiality Agreement”), which shall remain in effect notwithstanding Section 8(iii) thereof. No investigation pursuant to this Section 5.5 or information provided, made available or delivered to Buyer’s ability any party pursuant to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor this Agreement shall affect any of their Subsidiariesthe representations, shall be required warranties, covenants, rights or remedies, or the conditions to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any lawobligations of, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyparties hereunder.

Access to Information; Confidentiality. (a) Upon The Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to any other party and its representatives reasonable notice and subject to applicable laws relating access during normal business hours during the period prior to the confidentiality Closing Date of informationthe Agreement to its properties, each of Seller books, contracts, commitments, personnel and Buyer records and, during such period, the parties shall, and shall cause each of its Subsidiaries officers, employees and representatives to, afford furnish promptly to any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance by each Party of its obligations hereunder, during the period prior to the officers, employees, accountants, counsel, advisors, agents and other representatives Closing Date of the Exchange, each party shall provide each other Party, party and its representatives with reasonable access, access during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments commitments, personnel and recordsrecords as may be necessary to enable each party to confirm the accuracy of the representations and warranties of each other party set forth herein and compliance by each party of their obligations hereunder, and, during such period, such Party shallcause its, officers, employees and shall cause its Subsidiaries representatives to, make available furnish promptly to the other Party each party upon its request (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 or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as the such other Party party may from time to time reasonably request (in the case of a request request. Except as required by Sellerlaw, each party will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives to hold, any nonpublic information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances another party in which the restrictions of the preceding sentence applystrict confidence.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller and Buyer Party shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other PartyParties, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the other Party 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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party may reasonably request (in the case request. None of a request by SellerPiedmont, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock Yadkin or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor Vantage or any of their respective Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws Laws relating to the confidentiality of information and the exchange of information, each of Seller and Buyer the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives Representatives of the other PartyParent, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party the Company shall, and shall cause its Subsidiaries to, make available to the other Party Parent (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 securities laws Laws or other federal or state banking or insurance laws Laws (other than reports or documents that such Party the Company is not permitted to disclose under applicable lawLaw) and (ii) all other information concerning its business, properties and personnel as the other Party Parent may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)request. Neither Seller nor Buyer, the Company nor any of their Subsidiaries, its Subsidiaries shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries party or contravene any law, rule, regulationLaw, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this AgreementAgreement or (y) regarding an Acquisition Proposal that is not required to be disclosed to the other Party pursuant to Section 5.6. The Parties Company shall make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller GBC and Buyer First Charter shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party party shall, and shall cause its Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party party may reasonably request (in the case of a request by SellerGBC, information concerning Buyer First Charter that is reasonably related to the prospective value of Buyer First Charter Common Stock or to BuyerFirst Charter’s ability to consummate the transactions contemplated hereby). Neither Seller GBC nor BuyerFirst Charter, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before prior to the date of this Agreement. The Parties parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. GBC shall provide First Charter with monthly financial statements as requested by First Charter.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws Applicable Laws relating to the confidentiality exchange of information, each of Seller and Buyer the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents counsel and other representatives of the other Party, reasonable Acquirer Parties access, during normal business hours during the period before prior to the Effective Time, to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries, and, during such period, such Party the Company shall, and shall cause its Subsidiaries to, make available to the other Party Acquirer 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 the federal securities laws Laws or federal or state banking banking, mortgage lending, real estate or insurance laws consumer finance or protection Laws (other than reports or documents that such Party which the Company is not permitted to disclose under applicable lawApplicable Law) and (ii) all other information concerning its business, properties and personnel as the other Party Parent may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)request. Neither Seller nor Buyer, the Company nor any of their Subsidiaries, its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the any attorney-client privilege of such Party privilege, violate any contract or its Subsidiaries agreement or contravene any lawLaw; and in any such event, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall parties hereto will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.

Access to Information; Confidentiality. (ai) Upon reasonable notice notice, Atrinsic and subject to applicable laws relating to the confidentiality of information, BDE shall each of Seller and Buyer shall, (and shall cause each of its their respective Subsidiaries to, ) afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyother, reasonable access, during normal business hours during the period before prior to the Effective TimeClosing Date, to all its properties, books, contracts, commitments records and records, officers and, during such period, such Party shall, each of Atrinsic and BDE shall (and shall cause its each of their respective Subsidiaries to, ) make available to the other Party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the such other Party party may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)request. Neither Seller nor Buyer, party nor any of their Subsidiaries, its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such Party or its Subsidiaries information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty decree or binding agreement entered into before prior to the date of this Agreement. The Parties shall parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable antitrust laws, and, if necessary, restricting review of certain sensitive material to the receiving party’s financial advisors or outside legal counsel.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date of this Agreement to the Effective Time and subject to applicable laws relating to Law, the confidentiality of information, each of Seller and Buyer Company shall, and shall cause each Company Subsidiary and each of its Subsidiaries their respective Company Representatives to: (i) provide to Parent and Merger Sub and their respective officers, afford to the officersdirectors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives of (collectively, the other Party“Parent Representatives”) access at reasonable times upon prior reasonable notice to the officers, reasonable accessemployees, during normal business hours during the period before the Effective Timeagents, to all its properties, books, contracts, commitments offices and records, and, during other facilities of such period, such Party shall, party and shall cause its Subsidiaries to, make available and to the other Party books and records thereof (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable lawincluding Tax Returns) and (ii) all other furnish promptly such information concerning its the business, properties properties, contracts, assets, liabilities, personnel and personnel other aspects of such Party and its Subsidiaries as Parent or the other Party Parent Representatives may reasonably request (in request; provided that the case of a request by Seller, Company shall not be required to provide any information concerning Buyer that is reasonably related relating to the prospective value negotiation or prosecution of Buyer Common Stock this Agreement. None of the Company, any Company Subsidiary or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor any of their Subsidiaries, Company Representative shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party the Company or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty decree or binding agreement entered into before prior to the date of this Agreement. The ; provided, however, that the Company shall inform Parent of the general nature of the information being withheld and the Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding this sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of informationlaws, each of Seller and Buyer AMNB shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents advisors and other representatives Representatives of the other PartyBuyer, reasonable access, during normal business hours during the period before prior to the Effective Time, to all of its properties, books, contracts, commitments commitments, personnel, information technology systems and records, provided, that such investigation or requests shall not interfere unnecessarily with normal operations of AMNB or its Subsidiaries, and, during such period, such Party AMNB shall, and shall cause its Subsidiaries to, make available to the other Party Buyer (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party AMNB is not permitted to disclose under applicable law) ), and (ii) all other information concerning its business, properties and personnel as the other Party Buyer may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)request. Neither Seller Buyer nor Buyer, AMNB nor any of their Subsidiaries, respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer’s or AMNB’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such Party information (after giving due consideration to the existence of any common interest, joint defense or its Subsidiaries similar agreement between the parties), or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before prior to the date of this Agreement. The Parties shall parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller the Company and Buyer shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party party shall, and shall cause its Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party party may reasonably request (in the case of a request by Sellerthe Company, including without limitation information concerning Buyer that is reasonably related to the prospective value of Buyer Parent Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller the Company nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller GB&T and Buyer SunTrust shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party party shall, and shall cause its Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party party may reasonably request (in the case of a request by SellerGB&T, information concerning Buyer SunTrust that is reasonably related to the prospective value of Buyer SunTrust Common Stock or to Buyer’s SunTrust's ability to consummate the transactions contemplated hereby). Neither Seller GB&T nor BuyerSunTrust, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable laws relating to the confidentiality of informationLaw, each of Seller and Buyer shall, and the Parties shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents others and other representatives of the other Party, their respective Representatives reasonable access, access during normal business hours during the period before from the Effective Timedate of this Agreement until the earlier of the Closing and the date, if any, on which this Agreement is terminated to all of its and its Subsidiaries’ properties, books, contractsContracts, commitments commitments, personnel and records, records and, during such period, such Party shall, and each of the Parties shall cause its Subsidiaries to, make available furnish promptly to the other Party (i) a copy of each reportother, scheduleconsistent with its legal obligations, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning the party and its Subsidiaries’ business, properties and personnel as another Party or any of its Representatives may reasonably require for the other purposes of this Agreement or post-Closing integration planning; provided, however, that such Party may reasonably request (in restrict the case of a request by Seller, information concerning Buyer that is reasonably related foregoing access to the prospective value of Buyer Common Stock extent that any applicable Law or any Contract to Buyer’s ability which it is a party, requires it to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor any of their Subsidiaries, shall be required to provide restrict access to any properties or information or in order to disclose information where such access or disclosure would jeopardize the maintain attorney-client privilege or other privilege; provided, further, that in any such case, the applicable Parties shall cooperate to seek to provide for access in a manner that does not violate any such Law or Contract or attorney-client or other privilege. Except for disclosures expressly permitted by the terms of such Party the Confidentiality Agreements, each of the Parties shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or its Subsidiaries or contravene any lawindirectly, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before in confidence in accordance with and otherwise subject to the date of this applicable Confidentiality Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions No investigation pursuant to this Section 9.3 or information provided, made available or delivered pursuant to this Agreement will affect or be deemed to modify any of the preceding sentence applyrepresentations or warranties of the Parties contained in this Agreement or the conditions hereunder to the obligations of the Parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information and the exchange of information, each of Seller Target and Buyer shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Party, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the other Party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party may reasonably request (in the case of a request by SellerTarget, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock Stock, the satisfaction by Buyer of the conditions to Closing set forth in Sections 7.3(a) and (b) or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller Target nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information (x) where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this AgreementAgreement or (y) regarding an Acquisition Proposal that is not required to be disclosed to the other Party pursuant to Section 6.9. The Parties shall make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) 7.3.1. Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller NCB, on the one hand, and Buyer Berkshire Bancorp and Berkshire Bank, on the other hand, shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party party shall, and shall cause its Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party party may reasonably request (in the case of a request by SellerNCB, information concerning Buyer Berkshire Bancorp and Berkshire Bank that is reasonably related related, directly or indirectly, to the prospective value of Buyer Berkshire Bancorp Common Stock or the Exchange Ratio or to BuyerBerkshire Bancorp’s and Berkshire Bank’s ability to consummate the transactions contemplated hereby). Neither Seller NCB nor BuyerBerkshire Bancorp, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating restrictions contained in confidentiality agreements to the confidentiality of informationwhich such party is subject, each of Seller Celldex and Buyer AVANT shall, and shall cause each of its Subsidiaries their subsidiaries, officers, directors and employees to, afford to the officers, employees, accountants, counsel, advisors, agents counsel and other representatives Representatives of the other Partyother, reasonable access, during normal business hours during the period before prior to the Effective Time, to all its and its subsidiaries’ properties, books, contracts, commitments and records, records and, during such period, such Party shall, Celldex and AVANT each shall cause its Subsidiaries to, make available furnish promptly to the other Party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its and its subsidiaries’ business, properties and personnel as such other party may reasonably request, and each shall make available to the other Party the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the other’s business, properties and personnel as either party may reasonably request (request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the case business or operations of a request the other party or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Seller, information concerning Buyer that is reasonably related to the prospective value such employees of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)their normal duties. Neither Seller AVANT nor Buyer, Celldex nor any of their Subsidiaries, subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or contravene any law or, in the opinion of its counsel, jeopardize the any attorney-client privilege privilege; provided, however, that in the event that either party relies on this sentence to withhold access or disclosure, such party shall, to the extent permitted by law and the protection of such Party or its Subsidiaries or contravene any lawattorney-client privilege, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before notify the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions other party of the preceding sentence applynature of the withheld information.

Access to Information; Confidentiality. (a) Upon The Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to any other party and its representatives reasonable notice and subject to applicable laws relating access during normal business hours during the period prior to the confidentiality Closing Date of informationthe Agreement to its properties, each of Seller books, contracts, commitments, personnel and Buyer records and, during such period, the parties shall, and shall cause each of its Subsidiaries officers, employees and representatives to, afford furnish promptly to any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance by each Party of its obligations hereunder, during the period prior to the officers, employees, accountants, counsel, advisors, agents and other representatives Closing Date of the Exchange, each party shall provide each other Party, party and its representatives with reasonable access, access during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments commitments, personnel and recordsrecords as may be necessary to enable each party to confirm the accuracy of the representations and warranties of each other party set forth herein and compliance by each party of their obligations hereunder, and, during such period, such Party shallcause its, officers, employees and shall cause its Subsidiaries representatives to, make available furnish promptly to the other Party each party upon its request (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 or federal or state banking or insurance laws (other than reports or documents that such Party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law or the policies of the TSX Venture Exchange, each party will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other Party may reasonably request (in the case of a request by Sellerrepresentatives to hold, any nonpublic information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby). Neither Seller nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances another party in which the restrictions of the preceding sentence applystrict confidence.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller First Charter and Buyer Fifth Third shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party party shall, and shall cause its Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party party may reasonably request (in the case of a request by SellerFirst Charter, information concerning Buyer Fifth Third that is reasonably related to the prospective value of Buyer Fifth Third Common Stock or to BuyerFifth Third’s ability to consummate the transactions contemplated hereby). Neither Seller First Charter nor BuyerFifth Third, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of Seller First Charter and Buyer Fifth Third shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other Partyparty, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party party shall, and shall cause its Subsidiaries to, make available to the other Party party (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 securities laws or federal or state banking or insurance laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the other Party party may reasonably request (in the case of a request by SellerFirst Charter, information concerning Buyer Fifth Third that is reasonably related to the prospective value of Buyer Fifth Third Common Stock or to BuyerFifth Third’s or Fifth Third Financial’s ability to consummate the transactions contemplated hereby). Neither Seller First Charter nor BuyerFifth Third, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. (a) Upon reasonable notice From and subject to applicable laws relating to after the confidentiality date of informationthis Agreement until the Closing Date, each of Seller and Buyer the Company shall, and shall cause each of its Subsidiaries to, afford to the Buyer and its authorized directors, officers, employees, accountants, counsel, advisors, agents advisors and other representatives of the other Party, (“Representatives”) reasonable access, access during normal business hours during the period before the Effective Time, to all of its employees, properties, books, contracts, commitments Contracts and records, and, during such period, such Party the Company shall, and shall cause its Subsidiaries to, make available to the other Party Buyer (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws Laws (other than reports or documents that such Party party is not permitted to disclose under applicable law) Law); and (ii) all other information concerning its business, properties the business and personnel of the Company and its Subsidiaries as the other Party Buyer may reasonably request (in the case of a request by Seller, information concerning Buyer that is reasonably related to the prospective value of Buyer Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby)request. Neither Seller nor Buyer, the Company nor any of their Subsidiaries, its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the any attorney-client privilege of such Party or its Subsidiaries or contravene any lawLaw. To the extent reasonably practicable, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties Company shall make reasonably appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.