Common use of Access to Properties; Personnel and Records Clause in Contracts

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Farnsworth and its subsixxxxxxx xhall permit Sterling, Sterling Bank or its agents reasonable access, during normal business hours, to the properties of Farnsworth and its subsidixxxxx, xxd shall disclose and make available (together with the right to copy) to Sterling and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Farnsworth, including all xxxxx xx xccount (including the general ledger), tax records, minute books of directors' and shareholders' meetings (other than minutes of meetings at which this Agreement or the transactions contemplated thereby are discussed), organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant's reports, plans affecting employees, and any other assets, business activities or prospects in which Sterling or Sterling Bank may have a reasonable interest, and Farnsworth and its subsidixxxxx xxxxl use their reasonable best efforts to provide Sterling and Sterling Bank and their representatives access to the work papers of Farnsworth's and Farnswortx xxxxxxxxxxes' xxxxxxxxxxs. Notwithstanding the foregoing, Farnsworth and its subsidixxxxx xxxll not be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order or judgment or would violate any confidentiality agreement entered into by Farnsworth prior to the dxxx xxxxxf. The foregoing rights granted to Sterling and Sterling Bank shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by Farnsworth and its subsidixxxxx.

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Farnsworth and its subsixxxxxxx xhall Albemarle First shall permit Sterling, Sterling Bank Premier or its agents reasonable full access, during normal business hourshours and upon reasonable notice, to the properties of Farnsworth Albemarle First and its subsidixxxxx, xxd shall disclose and make available (together with the right to copy) to Sterling Premier and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of FarnsworthAlbemarle First, including all xxxxx xx xccount books of account (including the general ledger), tax records, minute books of directors' and shareholders' meetings (other than minutes of meetings at which this Agreement or the transactions contemplated thereby are discussed)meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant's reports, plans affecting employees, securities transfer records and stockholder lists, and any other assets, business activities or prospects in which Sterling or Sterling Bank Premier may have a reasonable interest, and Farnsworth and Albemarle First shall use its subsidixxxxx xxxxl use their reasonable best efforts to provide Sterling Premier and Sterling Bank and their its representatives access to the work papers of FarnsworthAlbemarle First's accountants. During the period from the date of this Agreement to the Effective Time of the Merger, Albemarle First shall permit a Premier representative to attend Albemarle First Board and Farnswortx xxxxxxxxxxes' xxxxxxxxxxsLoan Committee meetings for observation purposes only and not as a voting participant, except that such representative may not attend, unless otherwise permitted by Albemarle First, any portion of such meeting during which this Agreement and the transactions contemplated hereby are discussed or where litigation involving Albemarle First is being discussed and counsel for Albemarle First has advised Albemarle First that the presence of Premier representatives may jeopardize the attorney/client privilege. Notwithstanding the foregoing, Farnsworth and its subsidixxxxx xxxll Albemarle First shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment judgment, would violate any fiduciary obligations or duties of the officers or directors of Albemarle First or would violate any confidentiality agreement entered into by Farnsworth prior agreement; provided that Albemarle First shall cooperate with Premier in seeking to the dxxx xxxxxfobtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to Sterling and Sterling Bank Premier shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by Farnsworth and its subsidixxxxxAlbemarle First.