Common use of Access and Investigation; Notice of Certain Events Clause in Contracts

Access and Investigation; Notice of Certain Events. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, designated personnel, offices and assets and to all existing books, records, documents and information relating to the Company, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and such additional financial, operating and other data and information regarding the Company as Parent or Parent’s Representatives may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable determination and after consultation with its legal advisors and notice to Parent, (i) would be reasonably likely to result in the loss of any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement; provided, however, that information shall be disclosed, subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated August 1, 2016, as amended, between the Company and Allergan, Inc. (the “Confidentiality Agreement”). (b) Each of the Company and Parent shall promptly notify the other of: (i) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; (ii) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction; or (iii) the occurrence or impending occurrence of any event or circumstance relating to it which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to the Company, or a Parent Material Adverse Effect, with respect to Parent, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 5.1(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth in Section 7 or give rise to any right to terminate under Section 8, except for any such failure that constitutes a willful breach of this Agreement.

Access and Investigation; Notice of Certain Events. (a) During the period from the date execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the other Acquired Corporations and the respective Representatives of the Company Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s RepresentativesAcquired Corporations’ Representatives and to their properties and assets, designated personnel, offices and assets and to all existing books, records, documents and information relating to the CompanyAcquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and such additional financial, operating and other data and information regarding the Company Acquired Corporations, as Parent or Parent’s Representatives may reasonably request, in each case for any reasonable business purpose related to the consummation Transactions and the integration of the TransactionsAcquired Corporations into the operations of Parent; provided, however, that any such access to the Acquired Corporations’ assets and personnel shall be conducted at Parent’s expense, at a reasonable time, and under the supervision of appropriate personnel of the Company Acquired Corporations and all such information shall be requested in such a manner as not to unreasonably interfere with the normal operation of the business of the CompanyAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose any information to Parent if such disclosure would, in its the Company’s reasonable determination and discretion (after consultation with its legal advisors outside counsel) and after notice to Parent, Parent (i) would be reasonably likely to result in the loss of jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement; provided, however, that information shall be disclosed, subject Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent permitted by Legal Requirements, e.g., through the use of customary “clean room” arrangements pursuant to which certain Representatives of Parent could be provided access to such information) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound as of the date of this Agreement (so long as the Acquired Corporations have reasonably required cooperated with Parent and used their reasonable best efforts to permit disclosure on a basis that would not contravene such Contract). Notwithstanding the foregoing, nothing in this Section 4.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives to the extent such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the purpose Board of complying Directors or such committee thereof) in which the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation; provided that upon Parent's request in accordance with applicable Antitrust Lawsthis Section 4.1, the Company shall disclose versions of such minutes, presentations or other materials to Parent and its Representatives in which such information is redacted. With respect to the information disclosed pursuant to this Section 5.14.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Confidential Disclosure Agreement dated August 1May 22, 2016, as amended2022, between the Company and AllerganGuarantor (as amended, Inc. (the “Confidentiality Agreement”). (b) Each Subject to applicable Legal Requirements, during the Pre-Closing Period, each of the Company and Parent shall promptly notify the other of: in writing of (i) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; ; or (ii) any Legal Proceeding commenced or, to any such Party’s knowledge, threatened in writing againstwriting, such against the other Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction; or (iii) . In furtherance of the occurrence foregoing, during the Pre-Closing Period, the Company shall promptly furnish Parent a copy of each report, schedule and other document filed or impending occurrence submitted by it pursuant to the requirements of federal or state securities Legal Requirements and a copy of any event or circumstance relating to it which would reasonably be expected to have, individually or in communication received by the aggregate, a Material Adverse Effect, Company from the SEC concerning compliance with securities laws with respect to the Company, or a Parent Material Adverse Effect, with respect matters unrelated to Parent, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any . (c) No investigation conducted or notice given pursuant to this Section 5.1(b) 4.1 shall not affect or be deemed to qualify, modify or limit, or cure any the breach of of, any representation or warranty requiring disclosure of such matter prior to made by the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth Company in Section 7 or give rise to any right to terminate under Section 8, except for any such failure that constitutes a willful breach of this Agreement.

Access and Investigation; Notice of Certain Events. (a) During the period from the date execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the other Acquired Corporations and the respective Representatives of the Company Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s RepresentativesAcquired Corporations’ Representatives and to their properties and assets, designated personnel, offices and assets and to all existing books, records, documents and information relating to the CompanyAcquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and such additional financial, operating and other data and information regarding the Company Acquired Corporations, as Parent or Parent’s Representatives may reasonably request, in each case for any reasonable business purpose related to the consummation Transactions and the integration of the TransactionsAcquired Corporations into the operations of Parent; provided, however, that any such access to the Acquired Corporations’ assets and personnel shall be conducted at Parent’s expense, at a reasonable time, and under the supervision of appropriate personnel of the Company Acquired Corporations and all such information shall be requested in such a manner as not to unreasonably interfere with the normal operation of the business of the CompanyAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose any information to Parent if such disclosure would, in its the Company’s reasonable determination and discretion (after consultation with its legal advisors outside counsel) and after notice to Parent, Parent (i) would be reasonably likely to result in the loss of jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement; provided, however, that information shall be disclosed, subject Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to execution of a joint defense agreement in customary form, to external counsel for Parent permit disclosure to the extent reasonably required for permitted by Legal Requirements, e.g., through the purpose use of complying with applicable Antitrust Laws. With respect to the information disclosed customary “clean room” arrangements pursuant to this Section 5.1, which certain Representatives of Parent shall comply with, and shall instruct Parent’s Representatives could be provided access to comply with, all of its obligations under the Confidentiality Agreement dated August 1, 2016, as amended, between the Company and Allergan, Inc. (the “Confidentiality Agreement”). (bsuch information) Each of the Company and Parent shall promptly notify the other of: (i) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; (ii) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction; or (iii) the occurrence contravene any Contract to which an Acquired Corporation is a party or impending occurrence by which an Acquired Corporation is bound as of any event or circumstance relating to it which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to the Company, or a Parent Material Adverse Effect, with respect to Parent, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 5.1(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement (so long as the Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to permit disclosure on a basis that would not contravene such Contract). Notwithstanding the foregoing, nothing in this Section 4.1 shall require an Acquired Corporation to disclose any information to Parent or otherwise limit or affect Parent’s Representatives to the remedies available hereunder extent such information relates to any Party. The failure to deliver any such notice shall not affect any Offer Condition the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the Board of Directors or such committee thereof) in which the conditions set forth in Section 7 Board of Directors or give rise to committee thereof discussed (x) the Transactions, or any right to terminate under Section 8similar transaction involving an Acquired Corporation, except for (y) any such failure that constitutes a willful breach of this Agreement.Acquisition Proposal or