Common use of Information, Access Thereto, Confidentiality Clause in Contracts

Information, Access Thereto, Confidentiality. Blue River and its attorneys, accountants, representatives, advisors and agents shall, at all times during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, books and records of Shelby County, SCSB and the Subsidiaries. Blue River and its attorneys, accountants, representatives, advisors and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation (including, without limitation, any environmental review study, survey or assessment of Shelby County's, SCSB's or any Subsidiary's real properties) of the operations, books, records and properties of Shelby County, SCSB and the Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Shelby County, SCSB or either of the Subsidiaries; and provided further, that if Blue River elects to conduct or have conducted on its behalf an environmental review, study, survey or assessment to verify the representations and warranties given by Shelby County, SCSB and the Subsidiaries with respect to the environmental matters specified in Section 4.11(b) hereof, all reports and findings related to such environmental review, study, survey or assessment shall be shall be disclosed to Shelby County, SCSB and the Subsidiaries within fifteen (15) days of the date of such report or finding. Upon request, Shelby County, SCSB and the Subsidiaries shall furnish Blue River, or its attorneys, accountants, representatives, advisors or agents, Shelby County's attorneys' responses to external auditors requests for information, management letters received from its external auditors and such financial, loan and operating data and other information reasonably requested by Blue River which has been or is developed by Shelby County, SCSB or either of the Subsidiaries or their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by Shelby County, SCSB or either of the Subsidiaries of any claim of attorney-client privilege), and will permit Blue River and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Shelby County, SCSB or either of the Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River or its auditors or accountants. No investigation or review by Blue River (whether conducted before or after the date hereof) shall affect the representations and warranties made by Shelby County or SCSB herein or the information contained in any document provided hereunder, and Blue River shall be entitled to rely on such representations, warranties and documents notwithstanding any such investigation or review. Any confidential information or trade secrets received by Blue River or its representatives or agents in the course of such examination shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Blue River or, at Shelby County's request, returned to Shelby County in the event this Agreement is terminated as provided in Section 9 hereof. This Section 6.08 shall not require the disclosure of any information to Blue River which would be prohibited by law.

Information, Access Thereto, Confidentiality. Blue River and (a) FDB, its attorneys, accountants, representatives, advisors representatives and agents shall, at all times during normal business hours prior to the Effective TimeClosing Date, have full and continuing access to the properties, facilities, operations, books records and records properties of Shelby County, SCSB BIF and the BIF Subsidiaries. Blue River and FDB, its attorneys, accountants, representatives, advisors representatives and agents may, prior to the Effective TimeClosing Date, make or cause to be made such reasonable investigation (including, without limitation, any environmental review study, survey or assessment of Shelby County's, SCSB's or any Subsidiary's real properties) of the operations, books, records and properties of Shelby County, SCSB BIF and the Subsidiaries BIF Subsidiaries, including observation of any audit of, and examination of any audit work papers with respect to, BIF or any BIF Subsidiary, and of its and their financial and legal condition as deemed FDB shall deem necessary or advisable to familiarize themselves itself with such operations, books, records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Shelby County, SCSB BIF or either any of the BIF Subsidiaries; and provided further, that if Blue River elects to conduct or have conducted on its behalf an environmental review, study, survey or assessment to verify the representations and warranties given by Shelby County, SCSB and the Subsidiaries with respect to the environmental matters specified in Section 4.11(b) hereof, all reports and findings related to such environmental review, study, survey or assessment shall be shall be disclosed to Shelby County, SCSB and the Subsidiaries within fifteen (15) days of the date of such report or finding. Upon request, Shelby County, SCSB each of BIF and the BIF Subsidiaries shall will furnish Blue River, FDB or its attorneys, accountants, representatives, advisors representatives or agents, Shelby County's its attorneys' responses to external auditors auditors' requests for information, management letters received from its external auditors and such financial, loan financial and operating data and other information reasonably requested by Blue River which has been or is FDB developed by Shelby County, SCSB BIF or either any of the Subsidiaries or their BIF Subsidiaries, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure shall be limited to information that would not result in the waiver by Shelby County, SCSB or either of the Subsidiaries BIF of any claim of attorney-client privilege), and will permit Blue River and FDB, its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Shelby County, SCSB BIF or either any of the BIF Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River FDB or its auditors representatives or accountantsagents. No investigation or review by Blue River (whether conducted before or after the date hereof) FDB shall affect the representations and warranties made by Shelby County or SCSB herein or the information contained in any document provided hereunder, and Blue River shall be entitled to rely on such representations, warranties and documents notwithstanding any such investigation or review. Any confidential information or trade secrets received by Blue River or its representatives or agents in the course of such examination shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Blue River or, at Shelby County's request, returned to Shelby County in the event this Agreement is terminated as provided in Section 9 hereofBIF. This Section 6.08 shall not require the disclosure of any information the disclosure of which to Blue River which FDB would be prohibited by law.

Information, Access Thereto, Confidentiality. Blue River (a) FIC and its attorneys, accountants, representatives, advisors respective representatives and agents shall, at all times upon 48 hours' prior written notice and during normal business hours prior to the Effective Time, have full and continuing reasonable access to the properties, facilities, operations, books and records of Shelby County, SCSB MBC and the Subsidiaries. Blue River FIC and its attorneys, accountants, representatives, advisors respective representatives and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation (including, without limitation, any environmental review study, survey or assessment of Shelby County's, SCSB's or any Subsidiary's real properties) of the operations, books, records and properties of Shelby County, SCSB MBC and the Subsidiaries and of their financial and legal condition as deemed they deem necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of Shelby County, SCSB or either of MBC and the Subsidiaries; and provided further, that if Blue River elects to conduct or have conducted on its behalf an environmental review, study, survey or assessment to verify the representations and warranties given by Shelby County, SCSB . MBC and the Subsidiaries will cooperate with respect FIC and the FIC Subsidiaries in their efforts to effect a smooth transition of operations following the environmental matters specified in Section 4.11(b) hereofEffective Time, all reports including allowing representatives and findings related agents of FIC and the FIC Subsidiaries to such environmental review, study, survey or assessment shall be shall be disclosed to Shelby County, SCSB schedule meetings with employees and officers of MBC and the Subsidiaries within fifteen (15) days prior to the Effective Time for the purpose of training such employees and officers and enrolling them in the benefit plans of FIC and the FIC Subsidiaries. In addition, MBC and the Subsidiaries will cooperate with any environmental consulting firm designated by FIC in connection with the conduct by such firm of an environmental investigation on all real property owned or leased by MBC or the Subsidiaries as of the date of such report this Agreement and any real property acquired or findingleased by them after the date of this Agreement. Upon request, Shelby County, SCSB MBC and the Subsidiaries shall furnish Blue RiverFIC, or its attorneys, accountants, representatives, advisors respective representatives or agents, Shelby County's their attorneys' responses to external auditors requests for information, management letters received from its their external auditors and such financial, loan and operating data and other information reasonably requested by Blue River FIC which has been or is developed by Shelby County, SCSB MBC or either of the Subsidiaries or Subsidiary, their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by Shelby County, SCSB MBC or either of the Subsidiaries Subsidiary of any claim of attorney-client privilege), and will permit Blue River FIC and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Shelby County, SCSB or either of MBC and the Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River FIC or its auditors respective representatives or accountantsagents. No investigation or review by Blue River (whether conducted before or after the date hereof) FIC shall affect the representations and warranties made by Shelby County or SCSB herein or the information contained in any document provided hereunder, and Blue River shall be entitled to rely on such representations, warranties and documents notwithstanding not use any such investigation or reviewinformation obtained pursuant to this Agreement for any purpose unrelated to the Mergers. Any confidential information or trade secrets received by Blue River FIC or its representatives or agents in the course of such examination (whether conducted prior to or after the date of this Agreement) shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Blue River FIC or, at Shelby CountyMBC's request, returned to Shelby County MBC in the event this Agreement is terminated as provided in Section 9 hereof. This Section 6.08 shall not require the disclosure of any information to Blue River which would be prohibited by law.

Information, Access Thereto, Confidentiality. Blue River and its attorneys, accountants, representatives, advisors and agents shall, at all times during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, books and records of Shelby County, SCSB and the Subsidiaries. Blue River and its attorneys, accountants, representatives, advisors and agents may, prior to the Effective Time, make or cause to be made such reasonable investigation (including, without limitation, any environmental review study, survey or assessment of Shelby County's, SCSB's or any Subsidiary's real properties) of the operations, books, records and properties of Shelby County, SCSB and the Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of Shelby County, SCSB or either of the Subsidiaries; and provided further, that if Blue River elects to conduct or have conducted on its behalf an environmental review, study, survey or assessment to verify the representations and warranties given by Shelby County, SCSB and the Subsidiaries with respect to the environmental matters specified in Section 4.11(b) hereof, all reports and findings related to such environmental review, study, survey or assessment shall be shall be disclosed to Shelby County, SCSB and the Subsidiaries within fifteen (15) days of the date of such report or finding. Upon request, Shelby County, SCSB and the Subsidiaries shall furnish Blue River, or its attorneys, accountants, representatives, advisors or agents, Shelby County's attorneys' responses to external auditors requests for information, management letters received from its external auditors and such financial, loan and operating data and other information reasonably requested by Blue River which has been or is developed by Shelby County, SCSB or either of the Subsidiaries or their auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by Shelby County, SCSB or either of the Subsidiaries of any claim of attorney-client privilege), and will permit Blue River and its respective representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Shelby County, SCSB or either of the Subsidiaries, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Blue River or its auditors or accountants. No investigation or review by Blue River (whether conducted before or after the date hereof) shall affect the representations and warranties made by Shelby County or SCSB herein or the information contained in any document provided hereunder, and Blue River shall be entitled to rely on such representations, warranties and documents notwithstanding any such investigation or review. Any confidential information or trade secrets received by Blue River or its representatives or agents in the course of such examination shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Blue River or, at Shelby County's request, returned to Shelby County in the event this Agreement is terminated as provided in Section 9 hereof. This Section 6.08 shall not require the disclosure of any information to Blue River which would be prohibited by law.,