Common use of Full Access Clause in Contracts

Full Access. The Seller will permit and cause the Company to permit, representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents of or pertaining to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosure.

Full Access. The (a) Prior to the Closing, Seller will shall permit and shall cause the Company PEPL to permit, permit representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access at all reasonable times, and in a manner not to unreasonably interfere with Seller’s or PEPL’s operation of the Business, to all premises, properties, personnel, books, records (including Tax records), ContractsContractual Obligations, and documents of or pertaining to the Company Business, and shall make promptly furnish to Buyer any additional financial, operating and other data and information concerning the officers Business as Buyer and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time its representatives may reasonably request. Prior to Closing, in each case to the extent that Buyer shall treat and hold as confidential any such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business Confidential Information it receives from Seller or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, BylawsPEPL, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will shall not use any of the Confidential Information received from the Company Information, except in connection with this Agreement, and, if Agreement or as required by applicable Legal Requirements or any listing agreement with a national securities exchange. If this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will Buyer shall return to the Company Seller all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession possession. (b) Prior to the Closing, Seller shall permit Buyer or its representatives to contact such customers and will only use suppliers of the Business as Buyer may reasonably request in order to conduct reasonable due diligence on the relationship of such Confidential Information in customers and suppliers with the defense of any litigation related Business and to this Agreement; provided, however, that discuss product performance and supply issues. (c) Buyer shall have the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) whichright, at the time of disclosureits sole cost and expense, is available publicly, through no fault to (A) conduct tests of the Buyer soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Owned Real Property and the Leased Real Property, and such other procedures as may be deemed appropriate by Buyer, (iiB) whichinspect records, after disclosurereports, becomes available publicly through no fault permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Tallahassee Facility and the Curitiba Facility, including without limitation the visual inspection of such facilities for asbestos-containing construction materials; provided that, in each case, such tests and inspections shall be conducted only during regular business hours and in a manner which will not unreasonably interfere with the operation of the Buyer’s RepresentativesBusiness and/or the use of, access to or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosureegress from such facilities.

Full Access. The (a) During the Interim Period, each Seller will permit and shall cause the Company, and the Company agrees to permit(i) permit Buyer and Representatives of Buyer during normal business hours to have access upon reasonable notice, representatives of in a manner so as not to interfere with the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation normal business operations of the Company and or RPMC, to the assets or Business of the Company relative to this Transaction (collectivelySites, “Buyer’s Representatives”) to have full access to Assets, all premises, properties, management, personnel, books, records (including Tax records)) and documents associated with the Projects and to permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request, Contracts(ii) provide Buyer with copies of the Daily Production Report (similar in form and content to those currently produced by the Company, as provided in Exhibit I attached hereto) for each of the Projects, which shall be provided on the Tuesday following the end of the week for which it is reporting, and documents (iii) furnish Buyer with a copy of each material report, schedule or pertaining other document filed or received by Sellers or the Company with respect to the Projects with a Governmental Authority. During the Interim Period, Sellers 21 shall keep Buyer reasonably and promptly informed on any significant operating matters with respect to the Company and the Projects. Notwithstanding the foregoing, and without limiting the generality of the confidentiality provisions set forth in Section 9, Sellers shall make not be obligated to cause the officers Company, nor shall the Company be obligated, to: (A) provide any information that the Company or the Company’s counsel believes constitutes or could be deemed to constitute a waiver of the attorney-client privilege, or (B) supply Buyer with any information or records that the Company or its Affiliates are under a legal obligation not to supply, in the case of (A) and employees (B) above, however, the parties agree that they shall use their Commercially Reasonable Efforts to cause such information or records to be provided to Buyer in a manner that does not cause such violation or waiver of privilege. (b) During the Interim Period, at the sole cost and expense of Buyer, each Seller shall cause the Company, and the Company agrees, to permit designated Representatives of Buyer (the “Buyer’s Observers”) to observe all operations of the Projects and such observation shall be permitted on a cooperative basis in the presence of personnel of the Company available to the during normal business hours and upon reasonable advance notice; provided that Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives Observers shall not be responsible for interfere with the confidentiality operation of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosureeither Project.

Full Access. The (a) Seller will permit permit, and will cause the Company Companies to permit, representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) Representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Seller or either Company, to all premises, properties, personnel, books, records (including Tax records), Contracts, contracts and documents of or pertaining to the Company and shall make Companies and/or the officers and employees of Assets, including the Company available Records. Buyer acknowledges that any access to the Refinery and other Assets by Buyer or any of Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law other Person acting by or regulation. The Seller will deliver to on behalf of Buyer shall be at the Buyer or the sole risk, cost and expense of Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives Buyer shall not be responsible for permitted to undertake any testing or other invasive sampling of the confidentiality indoor or outdoor environment in, on or under any Asset without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, but Buyer and its environmental consultant shall be allowed to conduct Phase I Environmental Compliance Assessments and environmental compliance audits of any information Owned Real Property or, to the extent Seller is able to grant such access, Leased Real Property and the Easements. (b) Prior to the Closing Date and except (i) whichas required by applicable Law, at the time of disclosure, is available publicly, through no fault of the Buyer or (ii) whichas permitted pursuant to Section 5.3(a), after disclosurenone of Buyer or its Affiliates shall cause or permit their Representatives to contact any Governmental Authority (other than pursuant to Section 5.2) or any customer, becomes available publicly through no fault vendor, supplier or employee of, or any other Person having business dealings with, the Companies to discuss the Companies or any aspect of the Transactions, without the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. (c) BUYER SHALL RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNIFIED PERSONS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS OR LOSSES (OTHER THAN ANY LIABILITIES, CLAIMS OR LOSSES RELATING TO THE EXISTENCE, AND/OR DISCOVERY BY BUYER, OF ANY EXISTING CONDITION RELATING TO THE ASSETS, INCLUDING ANY VIOLATIONS OF LAW RELATING TO THE ASSETS) ARISING FROM OR IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT PRIOR TO THE CLOSING, INCLUDING ANY SITE VISITS; PROVIDED, HOWEVER, THAT SUCH INDEMNITY OBLIGATIONS SHALL APPLY TO THE EXTENT, AND ONLY TO THE EXTENT, THAT ANY SUCH LIABILITIES, CLAIMS OR LOSSES WERE NOT CAUSED BY OR ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE SELLER INDEMNIFIED PERSONS. BUYER WILL COMPLY AND WILL CAUSE ITS REPRESENTATIVES TO COMPLY FULLY WITH ALL WRITTEN SAFETY RULES, REGULATIONS, POLICIES AND INSTRUCTIONS ISSUED TO BUYER BY SELLER, EITHER COMPANY OR ANY THIRD PARTY OPERATOR REGARDING BUYER’S ACCESS PRIOR TO THE CLOSING WHILE UPON, ENTERING OR LEAVING ANY PROPERTY INCLUDED IN THE ASSETS. (d) Upon completion of Buyer’s Representativesdue diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets (including the real property and other assets associated therewith) caused by Buyer’s due diligence, (ii) restore the Assets (including the real property and other assets associated therewith) to the approximate same or better condition than it was prior to commencement of Buyer’s due diligence and (iii) which remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosuredue diligence.

Full Access. The (a) During the Interim Period, Seller will (i) permit Buyer and cause the Company to permit, representatives Representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) during normal business hours to have full access upon reasonable notice, in a manner so as not to interfere with the normal business operations of Seller, to all premises, properties, management, personnel, books, records (including Tax Tax, records), Contracts, ) and documents of or pertaining associated with the Acquired Assets and permit Buyer and such Representatives to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives such reasonable inspections thereof as the Buyer’s Representatives shall from time to time Buyer may reasonably request, in each case including, without limitation, to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments obtain Phase 1 environmental reports (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives Buyer shall not be responsible entitled to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on the Sites), surveys and title policy commitments for the confidentiality Real Property, and otherwise as needed in connection with Buyer’s financing of the transactions contemplated pursuant to this Agreement; (ii) subject to the receipt of any required consents and in accordance with applicable Laws, provide Buyer with such information and records regarding the employees employed at or in support of the Facility as Buyer reasonably deems necessary to comply with the obligations of Section 5.7; (iiii) whichfurnish Buyer with a copy of each material report, schedule or other document filed or received by it with respect to the Acquired Assets with a Governmental Authority. Notwithstanding the foregoing, and without limiting the generality of the confidentiality provisions set forth in Section 7, Seller shall not: (A) provide any information that Seller or Seller’s counsel believes constitutes or could be deemed to constitute a waiver of the attorney-client privilege, or (B) supply Buyer with any information or records that Seller is under a legal obligation not to supply. (b) During the Interim Period, at the time sole cost and expense of disclosureBuyer, is available publicly, through no fault Seller will permit designated employees or Representatives of Buyer (the "Buyer’s Observers") to observe all operations of Seller related to the Acquired Assets and such observation shall be permitted on a cooperative basis in the presence of personnel of Seller during normal business hours of Seller; provided that Buyer’s Observers shall not interfere with the operation of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosureAcquired Assets by Seller.

Full Access. The Seller Company will (and will cause each of its Subsidiaries to) permit authorized Representatives of Parent to have reasonable access at all reasonable times, and cause in a manner so as not to interfere with the Company to permit, representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation normal business operations of the Company and the assets or Business of the Company relative to this Transaction (collectivelyits Subsidiaries, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contractscontracts, and documents of or pertaining to the Company and each of its Subsidiaries, all of which shall make be deemed Confidential Information. Notwithstanding the officers and employees foregoing, Parent and/or its Representatives shall not disclose or discuss this Agreement or any of the Company available Transactions contemplated hereby to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take or with any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board and/or its Subsidiaries’ personnel, customers, suppliers or any other third party provider of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of Company and/or its Subsidiaries without the Company’s stockholders reasonably acceptable prior written consent, such consent not to be unreasonably withheld. Neither the BuyerCompany nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any law, rule or regulation (it being agreed that the Parties shall use their reasonable commercial efforts to cause information to be provided in a manner that would not result in such jeopardy or contravention). The Buyer’s Representatives Each of the Parent and the Merger Sub will treat and hold in strict confidence such Confidential Information it receives from the Company or any of its Subsidiaries in the course of the reviews contemplated by this Section 5(f), will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will agrees to immediately return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the such Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; providedpossession, however, that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, custody or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosurecontrol.

Full Access. (a) The Buyer may, prior to the date, if any, on which this Agreement terminates in accordance with its terms, directly or through its representatives and advisers, review the properties, books and records of each Seller will permit and cause its financial and legal condition to the Company extent the Buyer deems necessary or advisable to permitfamiliarize itself with such properties and other matters; provided, representatives however, such review shall not affect the representations and warranties made by MSC and Sellers in this Agreement or the remedies of the Buyer (including, but not limited for breaches of those representations and warranties. MSC shall cause each Seller to, accountantsand each Seller shall, appraisers, attorneys, engineers, etc.) hired by permit the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) its representatives to have full reasonable access to the premises and to all premises, properties, personnel, books, the books and records (including Tax records), Contracts, of each Seller and documents to cause the officers of or pertaining each Seller to furnish the Buyer with such financial and operating data and other information in their possession with respect to the Company business and shall make the officers and employees properties of the Company available to the Buyer’s Representatives each Seller at reasonable times during normal business hours as the Buyer’s Representatives Buyer shall from time to time reasonably request. (b) In the event of a termination of this Agreement, in each case (i) the Buyer shall keep confidential all information obtained from the Sellers and MSC concerning the properties, operations and business (unless readily ascertainable from public or published information or trade sources) of the Sellers and, at the request of the Sellers or MSC shall return to the extent that Sellers or MSC all written information obtained in connection therewith or, lieu thereof, shall destroy all such access written information and disclosure would not obligate provide the Company relevant Seller or MSC with a certificate to take any actions that would disrupt such effect; and (ii) the normal course Sellers and MSC shall keep confidential all information obtained from IMSA and the Buyer concerning the properties, operations and business (unless readily ascertainable from public or published information or trade sources) of its business the Buyer and, at the request of the Buyer or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver IMSA shall return to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of IncorporationIMSA all written information obtained in connection therewith or, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each lieu thereof, shall destroy all such written information and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of provide the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or IMSA with a certificate to which the Buyer’s Representatives had access prior to disclosuresuch effect.

Full Access. The (a) Until the Closing Date, Seller will permit shall afford to the officers and cause the Company to permit, authorized representatives of Purchaser, upon prior notice and subject to Seller’s normal security requirements, commercially reasonable access to the Buyer (includingproperties, books, and records pertaining to the Banking Operations, specifically including but not limited toto all books and records relating to the Deposit Liabilities, accountantsthe Loans, appraisersthe Owned Real Property, attorneysthe Leased Premises, engineersthe Personal Property and the Financial Statements, etc.) hired by the Buyer in order that Purchaser may have full opportunity to assist in performing conduct a due diligence investigation pre-closing audit of the Company Loans and make reasonable investigations and to engage in operational planning, at reasonable times, without materially interfering with the assets or Business normal conduct of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents Banking Operations or the affairs of or pertaining to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case Seller. Seller will cooperate with Purchaser to the extent that such access reasonably requested and disclosure would not obligate the Company legally permissible to take any actions that would disrupt the normal course of its business or violate the terms of any agreement provide Purchaser with information about Employees and a reasonable opportunity to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection meet with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this AgreementEmployees; provided, however, that Seller shall control the Buyertiming and manner of all of Purchaser’s Representatives contacts with Employees and Purchaser shall not initiate contact with Employees without the express consent of Seller, which consent shall not be responsible for unreasonably withheld or delayed. Nothing in this Section shall require Seller to provide access to or disclose information where such access or disclosure would 40 violate the confidentiality rights of customers, including any privacy law, result in the loss of any information (i) whichattorney-client privilege or contravene any law, at rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the time date of disclosure, is available publicly, through no fault this Agreement. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Buyer preceding sentence apply. (iib) whichBetween the date hereof and the Closing Date, after disclosurethe parties shall meet on a weekly basis to discuss matters relating to the Banking Operations (including credit quality and related issues), becomes available publicly through no fault customer communications, employee matters and other issues relating to the Nevada Franchise and the transactions contemplated hereby to the extent permitted by applicable law. In addition, Seller shall provide to Purchaser weekly reports regarding the Loans and Deposits, as well as weekly asset quality reports as reasonably requested by Purchaser, including but not limited to watch loans, past due reports, non-performing assets, charge-offs, risk rating distribution, portfolio growth, industry and product concentrations and composition, and changes to off-balance sheet exposures. (c) Any information discovered, disclosed or revealed pursuant to Section 2.8, 2.9, or 2.13, Article IV, or this Section, or otherwise disclosed in connection with entering into or performing the covenants and agreements contemplated under this Agreement, shall be subject to the provisions of the BuyerConfidentiality Agreement. (d) Seller will and will use commercially reasonable efforts to cause its auditors, PriceWaterhouseCoopers, to (a) continue to provide Purchaser and its advisors access to all of the Seller’s Representatives, information used in the preparation of the Financial Statements and (b) cooperate fully with any reviews performed by Purchaser or (iii) which the Buyer’s Representatives knew its advisors of any such financial statements or to which the Buyer’s Representatives had access prior to disclosureinformation.

Full Access. The (a) During the Interim Period, the Seller will permit the Buyer and cause the Company to permit, representatives Representatives of the Buyer during normal business hours (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”i) to have full reasonable access upon reasonable notice, in a manner so as not to either interfere with the normal business operations of the Seller and/or increase the operating costs of the Seller, to all premises, properties, management, personnel, books, records (including Tax records), Contracts, but excluding all other Excluded Records) and documents associated with the Acquired Assets; (ii) permit the Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; and (iii) furnish the Buyer with a copy of each material report, schedule or pertaining other document filed or received by it with respect to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulationAcquired Assets with a Governmental Authority. The Seller will deliver to also shall afford the Buyer or a reasonable opportunity for the Buyer to copy, at Buyer’s Representatives correct and complete copies of the Certificate of Incorporation's sole expense, Bylawsany records (excluding, and minutes and actions of the Company’s Board of Directorshowever, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received Excluded Records) being removed from ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ for retention by Seller after the Company except Closing in connection accordance with this AgreementSection 2.2(h). (b) During the Interim Period, and, if this Agreement is terminated for any reason whatsoeverat the sole cost and expense of the Buyer, the Seller will permit designated employees or Representatives of the Buyer (the "Buyer’s Representatives will return 's Observers") to observe all operations of the Seller related to the Company all tangible embodiments (Acquired Assets and all summaries to ask questions and copies, including electronically stored information) receive appropriate responses with respect to such operations. Such observation and inquiry shall be permitted on a cooperative basis in the presence of personnel of the Confidential Information that they receive from Seller during normal business hours of the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this AgreementSeller; provided, however, that the Buyer’s Representatives 's Observers shall not unreasonably interfere (in terms of frequency, scope or otherwise) with the operation of the Acquired Assets by the Seller. (c) The Buyer acknowledges that the access and observation rights set forth in this Section 5.4 shall not be responsible for construed as any obligation by the confidentiality Seller or any of its Affiliates to train, educate or otherwise convey any experience or expertise to the Buyer or any of Buyer's Representatives or Buyer's Observers with regard to the Seller's business, including, without limitation, the operation of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosureAcquired Assets.

Full Access. The Seller will permit and cause the Company Acquired Companies to permit, representatives of the Buyer and prospective lenders, i.e., any person (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer or the Buyer's prospective lenders to assist in performing a due diligence investigation of the Company and Acquired Companies or the assets or Business of any of the Company Acquired Companies relative to this Transaction (collectively, “"Buyer’s 's Representatives”") to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents of or pertaining to the Company Acquired Companies and shall make the officers and employees of the Company Acquired Companies available to the Buyer’s 's Representatives as the Buyer’s 's Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company Acquired Companies to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which any of the Company Acquired Companies is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s 's Representatives correct and complete copies of the Certificate articles of Incorporation, Bylaws, incorporation and minutes and actions bylaws of each of the Company’s Board of Directors, Shareholders, and all committees of each thereofAcquired Companies, and will also cause deliver the Transfer Agent to deliver a recent complete minute books, stock certificate books and accurate list stock record books of all each of the Company’s stockholders reasonably acceptable to the BuyerAcquired Companies. The Buyer’s 's Representatives will not use any of the Confidential Information received from the Company Acquired Companies except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s 's Representatives will return to the Company Acquired Companies all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company Acquired Companies or copied from Confidential Information received from the Acquired Companies which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s 's Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s 's Representatives, or (iii) which the Buyer’s 's Representatives knew or to which the Buyer’s 's Representatives had access prior to disclosure.

Full Access. The Seller will permit (a) Until the Closing Date, Sellers shall afford to the officers and cause the Company to permit, authorized representatives of Purchaser, upon prior notice and subject to Huntington's normal security requirements, reasonable access to the Buyer (includingproperties, books, and records pertaining to the Banking Operations, specifically including but not limited toto all books and records relating to the Deposit Liabilities, accountantsthe Loans, appraisersthe Real Property, attorneysthe Leased Premises and the Personal Property, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation and copies of the Company and the assets or Business Software Licenses in order that Purchaser may have full opportunity to conduct a pre-closing audit of the Company relative Loans and make reasonable investigations and to this Transaction (collectivelyengage in operational planning, “Buyer’s Representatives”) to have full access to all premisesat reasonable times, properties, personnel, books, records (including Tax records), Contracts, and documents of or pertaining to without interfering with the Company and shall make the officers and employees normal conduct of the Company available to Banking Operations or the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case affairs of Sellers. Sellers will cooperate with Purchaser to the extent that reasonably requested and legally permissible to provide Purchaser with information about Employees and a reasonable opportunity to meet with Employees. Nothing in this Section 8.1 shall require Sellers to provide access to or disclose information where such access and or disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms rights of customers, result in the loss of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the Company is bound or any applicable Law or regulation. The Seller will deliver restrictions of the preceding sentence apply. (b) Between the date hereof and the Closing Date, the parties shall meet on a monthly basis to discuss matters relating to the Buyer Banking Operations (including credit quality and related issues), customer communications, employee matters and other issues relating to the Florida Franchise and the transactions contemplated hereby to the extent permitted by applicable law. In addition, Sellers shall provide to Purchaser monthly reports regarding the Loans and Deposits, as well as monthly asset quality reports as reasonably requested by Purchaser, including but not limited to watch loans, past due reports, non-performing assets, charge-offs, risk rating distribution, portfolio growth, industry and product concentrations and composition, and changes to off-balance sheet exposures. (c) Purchaser hereby agrees (which agreement shall survive Closing or termination of this Agreement for a period of 18 months, and shall be subject to the Buyer’s Representatives correct limitations of Section 5.4) to indemnify, defend and complete copies hold Sellers and Sellers' successors and assigns free and harmless from and against any loss, injury, damage, claim, lien, cost and expense, including reasonable attorney fees and costs, arising from any entry, use or occupancy of the Certificate of IncorporationReal Property by Purchaser pursuant to Sections 2.9 and 2.10. (d) Any information discovered, Bylawsdisclosed or revealed pursuant to Sections 2.9, and minutes and actions of the Company’s Board of Directors2.10, Shareholders2.15 or 6.20, and all committees of each thereofArticle IV or this Section 8.1, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except or otherwise disclosed in connection with entering into or performing the covenants and agreements contemplated under this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return shall be subject to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) provisions of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Confidentiality Agreement; provided, however, that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosure.

Full Access. The Seller will permit and cause the Company to permit, representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents of or pertaining to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause Action Stock Transfer, the Transfer Agent Company’s stock transfer agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosure.

Full Access. The (a) From the date hereof through the Closing Date, the Seller will permit and will cause the Company and the Subsidiary to permit, representatives of the Buyer to have full access during normal business hours, upon two (including, but 2) Business Days' prior notice and in a manner so as not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by to interfere with the Buyer to assist in performing a due diligence investigation normal business operations of the Company and the assets or Business of the Company relative to this Transaction (collectivelySubsidiary, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contractscontracts, and documents of or pertaining to the Company and the Subsidiary, provided, however, that under no circumstances shall the Seller be required to provide to the Buyer and its representatives access to, nor shall any of them have rights to make the officers and employees copies of, (i) tax returns filed by any of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate Seller's Affiliates (other than the Company and the Subsidiary), (ii) any information or materials subject to take confidentiality agreements with third parties or required to be kept confidential by law, or (iii) any actions that would disrupt privileged attorney-client communication or document. The Buyer (i) will treat and hold any information it receives from the normal Seller, the Company, or the Subsidiary in the course of its business or violate the reviews contemplated by this Section 7.3 as Evaluation Materials in accordance with, and subject to the terms of any agreement to the Confidentiality Agreement, which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporationhereby incorporated in this Section 7.3(a) as though fully set forth herein, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives (ii) will not use any of the Confidential Information received from the Company Evaluation Materials except in connection with this Agreement, and, (iii) if this Agreement is terminated for any reason whatsoever, upon the Buyer’s Representatives written request of the Seller will return to the Company Seller Parent all tangible embodiments (and all summaries and copies, including electronically stored information) copies of the Confidential Information that they receive from the Company such Evaluation Materials which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives possession. The Seller shall not be responsible required to permit any such access or provide any such information to the extent such access or the disclosure of such information in the sole judgment of Seller unreasonably interferes with the Seller, the Company or the Subsidiary or would, in the sole judgment of the Seller, violate or prejudice the rights of the borrowers (including, but not limited to, privacy rights) or other third parties, jeopardize any attorney-client privilege of the Seller or any of its Affiliates, including the Company or the Subsidiary, or contravene any law, rule, regulation, order, judgment or decree binding upon, or any agreement, contract or other arrangement, entered into by, the Seller or any of its Affiliates, the Company or the Subsidiary or jeopardize the Company's or the Subsidiary's rights under any such agreement, contract or other arrangement. (b) All requests for access to the confidentiality offices, plants, properties, books, and records relating to the business and the affairs of any information (ithe Company and the Subsidiary shall be made to the representatives of the Seller set forth on the date hereof in Section 7.3(b) which, at of Seller's Disclosure Schedule or to such other representatives as the time of disclosure, is available publicly, through no fault of Seller shall designate in writing to the Buyer (ii) whichthe "Seller Representatives"), after disclosure, becomes available publicly through no fault who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither the Buyer nor its authorized representatives shall contact any of the Buyer’s employees, customers, suppliers, contractors of the Seller or the Company or the Subsidiary or any of the borrowers or anyone else with whom the Company or the Subsidiary has a business relationship in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior authorization of the Seller Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosure.

Full Access. The Seller will permit (a) Subject to any existing confidentiality obligations of the RECI Companies and any materials subject to attorney-client or attorney work product doctrine privilege, RECI shall, and shall cause the other RECI Companies to, afford to the Buyer and its authorized representatives full access during normal business hours and upon reasonable notice to all personnel, facilities, properties, books, records, contracts, bids and documents of such RECI Company relating to permitthe Purchased Business, the assets and liabilities of the RECI Subsidiaries, the Acquired RECI Assets and the Assumed RECI Liabilities (including access to the outside accountants for the RECI Companies and the audit work papers of such accountants), and such RECI Company shall furnish or cause to be furnished to the Buyer and its authorized representatives all such information with respect to the Purchased Business as the Buyer may reasonably request. The Buyer agrees to utilize such access in a manner so as not to unreasonably disrupt the Purchased Business. The Sellers agree that the limitations imposed above by attorney-client privilege or attorney work product doctrine will not prohibit the Buyer from having access to the Sellers' applicable legal personnel to discuss their caseloads and to review non-privileged documents concerning existing and potential claims. (b) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior to the Closing to any information regarding pending or proposed bids for new contracts or any related information where the Buyer or an Affiliate of the Buyer (includingalso has or intends to bid for such contract, but not limited except that the Sellers shall, and shall cause each of the RECI Subsidiaries to, accountantsprovide such information to the Bid Reviewer (as defined in the letter agreement dated the date of this Agreement (the "Fire Wall Letter"), appraisers, attorneys, engineers, etc.) hired between the Sellers and the ---- ---- ------ Buyer implementing certain "fire wall" procedures). Any such information will be handled by the Buyer to assist Bid Reviewer only in performing a due diligence investigation of accordance with the Company and the assets Fire Wall Letter. (c) At or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents of or pertaining prior to the Company and Closing, the Sellers shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to provide the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver with a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however, that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosureProject-Specific Plans.

Full Access. The (a) Until the Closing Date, Seller will permit shall afford to the officers and cause the Company to permit, authorized representatives of Purchaser, upon prior notice and subject to Seller’s normal security requirements, commercially reasonable access to the Buyer (includingproperties, books, and records pertaining to the Banking Operations, specifically including but not limited toto all books and records relating to the Deposit Liabilities, accountantsthe Loans, appraisersthe Owned Real Property, attorneysthe Leased Premises, engineersthe Personal Property and the Financial Statements, etc.) hired by the Buyer in order that Purchaser may have full opportunity to assist in performing conduct a due diligence investigation pre-closing audit of the Company Loans and make reasonable investigations and to engage in operational planning, at reasonable times, without materially interfering with the assets or Business normal conduct of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents Banking Operations or the affairs of or pertaining to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case Seller. Seller will cooperate with Purchaser to the extent that such access reasonably requested and disclosure would not obligate the Company legally permissible to take any actions that would disrupt the normal course of its business or violate the terms of any agreement provide Purchaser with information about Employees and a reasonable opportunity to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause the Transfer Agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection meet with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this AgreementEmployees; provided, however, that Seller shall control the Buyertiming and manner of all of Purchaser’s Representatives contacts with Employees and Purchaser shall not initiate contact with Employees without the express consent of Seller, which consent shall not be responsible for unreasonably withheld or delayed. Nothing in this Section shall require Seller to provide access to or disclose information where such access or disclosure would violate the confidentiality rights of customers, including any privacy law, result in the loss of any information (i) whichattorney-client privilege or contravene any law, at rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the time date of disclosure, is available publicly, through no fault this Agreement. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Buyer preceding sentence apply. (iib) whichBetween the date hereof and the Closing Date, after disclosurethe parties shall meet on a weekly basis to discuss matters relating to the Banking Operations (including credit quality and related issues), becomes available publicly through no fault customer communications, employee matters and other issues relating to the Nevada Franchise and the transactions contemplated hereby to the extent permitted by applicable law. In addition, Seller shall provide to Purchaser weekly reports regarding the Loans and Deposits, as well as weekly asset quality reports as reasonably requested by Purchaser, including but not limited to watch loans, past due reports, non-performing assets, charge-offs, risk rating distribution, portfolio growth, industry and product concentrations and composition, and changes to off-balance sheet exposures. (c) Any information discovered, disclosed or revealed pursuant to Section 2.8, 2.9, or 2.13, Article IV, or this Section, or otherwise disclosed in connection with entering into or performing the covenants and agreements contemplated under this Agreement, shall be subject to the provisions of the BuyerConfidentiality Agreement. (d) Seller will and will use commercially reasonable efforts to cause its auditors, PriceWaterhouseCoopers, to (a) continue to provide Purchaser and its advisors access to all of the Seller’s Representatives, information used in the preparation of the Financial Statements and (b) cooperate fully with any reviews performed by Purchaser or (iii) which the Buyer’s Representatives knew its advisors of any such financial statements or to which the Buyer’s Representatives had access prior to disclosureinformation.