(b) William Penn Bank shall provide Mid Penn Bank, within fifteen (15) Business Days after the end of each calendar month, a written list of Nonperforming Assets, its asset quality report and a written list of its investment security purchases during the calendar month then ended. On a monthly basis, William Penn Bank shall provide Mid Penn Bank with a schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. (c) Each of Mid Penn and William Penn shall promptly inform the other upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of such party or any William Penn Subsidiary or any Mid Penn Subsidiary, as applicable, under any labor or employment law. 8.5. Dividends. Each of Mid Penn and William Penn shall coordinate with the other the declaration of any dividends in respect of Mid Penn Common Stock and William Penn Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of William Penn Common Stock shall not receive two (2) dividends, or fail to receive one (1) dividend, in any quarter with respect to their William Penn Common Stock and any shares of Mid Penn Common Stock any such holder receives in exchange therefor in the Merger. 8.6. Exemption from Liability Under Section 16(b). William Penn and Mid Penn agree that, in order to most effectively compensate and retain William Penn Insiders (as defined below), both prior to and after the Effective Time, it is desirable that William Penn Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of William Penn Common Stock into shares of Mid Penn Common Stock in the Merger and the conversion of any William Penn Options or William Penn Restricted Stock into corresponding stock options or shares of restricted stock of Mid Penn in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 8.6. William Penn shall deliver to Mid Penn in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of William Penn subject to the reporting requirements of Section 16(a) of the Exchange Act (the “William Penn Insiders”), and the Board of Directors of William Penn and Mid Penn, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of William Penn) any dispositions of William Penn Common Stock, William Penn Options or William Penn Restricted Stock by the William Penn Insiders, and (in the case of Mid Penn) any acquisitions of Mid Penn Common Stock or stock options or shares of restricted stock of Mid Penn by any William Penn Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law. 8.7. Access; Confidentiality. (a) From the date of this Agreement through the Effective Time, William Penn shall, and shall cause each William Penn Subsidiary to, afford to Mid Penn and its authorized agents and representatives, commercially reasonable access to its properties, assets, books and records and personnel, during normal business hours and after reasonable notice; and the officers of William Penn and each William Penn Subsidiary will use commercially reasonable efforts to furnish Mid Penn and its representatives with such financial and operating data and other information with respect to its businesses, properties, assets, books and records and personnel as Mid Penn or its representatives shall from time to time reasonably request except, in each case, to the extent exclusion (x) may be required for the board of directors to exercise its fiduciary duties under Maryland law or A-62
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