Common use of Access; Confidentiality; Notice of Certain Events Clause in Contracts

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each caseso long as any such access does not unreasonably interfere with the Company’s business), whether in physical or electronic form) and, and during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, use reasonable best efforts to furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement hereof or entered into after the date of this Agreement hereof in the ordinary course of business consistent with past practice (provided, however, that that, at Parent’s written request, the withholding Party Company shall use its commercially reasonable best efforts (x) to obtain the required consent of such third party to such access or disclosure and or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which which, in the reasonable good faith judgment of the Company, would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject to the disclosure of which, in the reasonable good faith judgment of the Company, would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not result in a loss of any such jeopardize attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt written notice to WTWthe Company (solely with respect to the matters set forth in clauses (i) and (ii) and subject to Section 7.2(b)), (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement or the Letter Agreement, the Acquisition Offer, the Merger or the other Transactionstransactions contemplated by this Agreement or the Letter Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication transactions contemplated by this Agreement or the failure of such Party to obtain such consent could be material to WTW or AonLetter Agreement, (ii) of any legal proceeding commenced or, to any such Party’s knowledgeKnowledge, threatened against, against such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers or otherwise relating to, involving or affecting such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers, in each case in connection with with, arising from or otherwise relating to the Offer, the Merger or any other transaction contemplated by this Agreement or the Letter Agreement, the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which Company Subsidiary that would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d7.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement hereof or otherwise limit or affect the remedies available hereunder to any Party. The failure Parent and Purchaser; provided, further, that the Company’s obligations, actions or inactions pursuant to deliver any such notice shall not affect any of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials 7.1(c), in each case in and the information contained therein of themselves, shall be given only to deemed excluded for purposes of determining whether the outside counsel condition set forth in clause (F)(2) of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counselAnnex B has been satisfied.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Company Subsidiaries and the Aon Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not otherwise in breach of this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment or obtaining the applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders or approvals under Antitrust Laws as contemplated by Section 6.2, in each case, subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW the Company and Aon Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. . (b) Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.1, in confidence to the extent required by and in accordance with the terms of the Confidentiality Agreement. (c) No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Corporation or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other TransactionsTransaction, (iii) in the case of Aon, of any notice or other communication received by Aon any Party from any Person requisitioning the convening of a meeting of the holders shareholders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, such Party and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d6.1(d) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII, except for any such failure that constitutes a Willful Breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is terminated pursuant to in accordance with Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each the Company Subsidiaries to, (i) provide to Parent and Parent’s Representatives reasonable access at reasonable times upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of the WTW Subsidiaries Company and the Aon Subsidiaries, respectively, to, afford to the other Party Company Subsidiaries and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in each case, whether in physical or electronic formcompliance with its policies and procedures and any applicable Law at the Effective Time); and (ii) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to Parent such information concerning the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnelcontracts, assets, liabilities, personnel and other aspects of the trustees of any material funded WTW Benefit Plan Company and the Company Subsidiaries as Parent or material funded Aon Benefit Plan as such other Party its Representatives may reasonably request. Notwithstanding request (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any applicable Law at the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (Effective Time); provided, however, that the withholding Party Company shall use its reasonable best efforts not be required to obtain provide access to or disclose any such information to the required consent of such third party to extent such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not would result in violation the loss of attorney-client privilege of the Company or any such obligation of confidentiality), the Company Subsidiaries (B) the disclosure of which would violate any Law or duty (provided, however, provided that the withholding Party Company and the Company Subsidiaries shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its their reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss of any such attorney-clientclient privilege). (b) Parent will hold, attorney work product or other legal privilegeand will cause its Representatives to hold, any nonpublic information, including by arrangement of appropriate clean room procedures); providedany information exchanged pursuant to this Section 6.1, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, in confidence to the extent reasonably required for by and in accordance with the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses terms of the other Party that may result from the requests for access, data and information hereunder. Confidentiality Agreement. (c) No inspection by either Party Parent or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party Parent or Merger Sub set forth in this Agreement. (bd) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and Parent shall promptly notify the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, other of: (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, ; (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other Transactions, Transaction; (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; and (iv) any event, condition, fact or circumstance that has a materially adverse impact on the likelihood that all of the conditions set forth in Article VII will be satisfied prior to the Outside Date; provided, however, that the delivery of any notice pursuant to this Section 8.1(d6.1(d) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII, except for any such failure that constitutes a willful breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party Parent and to the Representatives of such other Party Parent reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, employees, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the disclosure of which would violate the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and shall use its reasonable best efforts to make appropriate substitute arrangements allow for such access or disclosure to permit reasonable the extent that such access or disclosure does not result in violation of any such obligation of confidentialityviolation), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW the Company and Aon Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Corporation or AonParent, (ii) of any legal proceeding or, to the knowledge of the Company, any investigation, commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Offer, the Acquisition Merger or any other Transactions, Transaction or (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of made in this Agreement becoming untrue or otherwise limit inaccurate such that the conditions set forth in Annex II would not be satisfied or affect of any failure to comply with any covenant to be complied with under this Agreement such that the remedies available hereunder to any Partyconditions in Annex II would not be satisfied. The failure to deliver any such notice shall not affect any of the Conditions conditions set forth in Annex II or give rise to any right to terminate under Article IX. The Company shall give Parent the opportunity to participate, at Parent’s expense, in (but not control) the defense or settlement of any stockholder litigation or claims against the Company or any of its directors relating to the Offer or the Merger, in each case which seek to prohibit, restrain or modify the terms of the Transactions. The Company shall not settle or agree to settle any litigation against the Company or any director by any stockholder relating to this Agreement, the Offer or the Merger, without the prior written consent of Parent. (ed) Each of WTW The Company and Aon mayParent shall (and Parent shall cause Acquisition Sub to) use their respective reasonable best efforts to not take any action that may cause, as each deems advisable and necessarydirectly or indirectly, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel 251(h) of the recipient and, subject DGCL to be in applicable to this Agreement or the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counselTransactions.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Interim Period, to the extent permitted by applicable LawLaw and Contracts, and subject to the reasonable protocols imposed from time to time upon advice of counsel, each of WTW Parent and Aon the Company shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW Parent and Aon the Company shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information in its possession (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as properties and personnel such other Party or its Representatives may reasonably request. Notwithstanding the foregoing, neither WTW Parent nor Aon the Company shall be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such the other Party with access to or to disclose information information, (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW Parent and Aon the Company will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality Each of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time Parent and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Company will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Acquisition Merger or the other Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition Merger or the other Transactions, if or (C) of any written notice received from any Person in connection with (1) any material violation or default under or notice to terminate, not renew or challenge the subject matter validity or enforceability of such communication any Company Material Contract, Material Company Lease, Parent Material Contract or the failure Parent Material Lease, or (2) any event or circumstance that would give rise to any option to purchase, right of such Party first refusal or first offer, or any other right to obtain such consent could be material to WTW purchase in favor of any Person under any Company Material Contract, Company Lease, Parent Material Contract or AonParent Lease, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other TransactionsTransaction, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event event, change, development or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would makes or is reasonably be expected likely to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation make any of the Transactions; provided, however, that the delivery of any notice pursuant conditions set forth in Article VII to this Section 8.1(d) 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 Partybe satisfied. The failure to deliver any such notice notice, in and of itself, shall not affect result in the failure of, or otherwise affect, any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, and subject to applicable Laws, the extent permitted by applicable Law, each of WTW and Aon Company shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party upon reasonable prior written notice, give Sohu Game and to the Representatives of such other Party its authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, officesthe Company’s contracts, books, contractsrecords, analysis, projections, plans, systems, senior management, commitments, personneloffices and other facilities and properties; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreement shall apply to any information provided pursuant to this Section 7.01. However, the trustees of any material funded WTW Benefit Plan Company shall not be required to provide access to (or material funded Aon Benefit Plan and records (in each casedisclose) information, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to extent such access or disclosure and would (i) jeopardize the attorney-client or similar privilege of the Company or any of its Subsidiaries; (ii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to make appropriate substitute arrangements any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to permit reasonable disclosure not confidentiality (provided that, in violation the case of any such obligation each of confidentiality(i) through (iv), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss or waiver of any such attorney-client, attorney work product or other legal privilege, including by arrangement of entering into appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreementsimilar agreements). (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt written notice to AonSohu Game, and Aon Sohu Game shall give prompt written notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or the other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could would reasonably be expected to be material to WTW the Company, the Surviving Company or Aon, Sohu Game; (ii) of any legal proceeding Legal Proceeding commenced or, or (to any Party’s knowledge, Knowledge) threatened against, such Party or any of its Subsidiaries or Affiliates Affiliates, in each case in connection with, arising from or otherwise relating to, involving or affecting such Party to the Merger or any of its Subsidiaries other Transaction; or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating Effect to it or any of the WTW its Subsidiaries or the Aon Subsidiaries, respectivelyAffiliates, which (A) individually or in the aggregate would (or would reasonably be expected to) prevent, materially delay or materially impede the ability of Sohu Game or Parent to haveconsummate the Merger or the other Transactions in accordance with the terms of this Agreement, or (B) individually or in the aggregate, would or would be expected to have, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, . No failure 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 8.1(d) 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 in delivering any such notice shall not affect any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW their respective Subsidiaries and the Aon Subsidiaries, respectively, to, afford to upon reasonable prior notice, give the other Party Party, their officers and to the Representatives a reasonable number of such other Party their employees and their authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, officescontracts, books, contractsrecords, analysis, projections, plans, systems, senior management, commitments, personnel, offices and other facilities and properties; provided that all such access shall be coordinated through the trustees of any material funded WTW Benefit Plan disclosing Party or material funded Aon Benefit Plan and records (its Representatives in each case, whether in physical or electronic form) and, during accordance with such period, each of WTW and Aon shall, and shall cause each procedures as they may reasonably establish. The terms of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly Confidentiality Agreement shall apply to any information provided pursuant to this Section 7.1. Notwithstanding anything to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoingcontrary set forth herein, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 to (i) provide the other Party or the Representatives of such other Party with access to to, or to disclose information (A) that is subject information, to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to extent such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation would (A) jeopardize the attorney-client or similar privilege of the disclosing Party or any such obligation of confidentiality)its Subsidiaries, (B) contain information about the disclosure of which would violate any Law disclosing Party’s strategic inquiries, plans or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or dutyprocesses, including by arrangement of appropriate clean room procedures) or the process leading to the negotiation and entry into this Agreement, (C) that is subject contravene any applicable Law (including with respect to any attorney-clientcompetitively sensitive information, attorney work product if any) or other legal privilege contractual restriction or (providedD) violates any of its obligations with respect to confidentiality (provided that, howeverin the case of each of (A) through (D), that the withholding Party party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss or waiver of any such attorney-client, attorney work product or other legal privilege, including by arrangement of including, but not limited to, entering into appropriate clean room procedurescommon interest or similar agreements); provided, however, that such or (ii) provide access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required other Party or any of their respective officers, employees or Representatives for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize conducting any disruption to the businesses sampling of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party environment or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreementbuilding materials. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or the other Transactions, or from any Person alleging that the consent of such Person person (or another Person) is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could would reasonably be expected to be material to WTW the Company, the Surviving Entity or AonParent, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with, arising from or otherwise relating to, involving or affecting such Party to the Merger or any of its Subsidiaries other Transaction or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating Effect to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would could reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, . No failure 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 8.1(d) 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 in delivering any such notice shall not affect any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, data, books and records, including Tax Returns (so long as any such access does not unreasonably interfere with the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic formCompany’s business) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice hereof (provided, however, that the withholding Party Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which would be reasonably likely to violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject the disclosure of which would be reasonably likely to cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any jeopardize such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW Parent and Aon the Company will use reasonable best efforts cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the other Party Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. No inspection by either Party Any access to any properties or facilities of the Company or any of its respective Representatives Company Subsidiary shall affect be subject to the Company’s reasonable security measures and shall not include the right to perform any “invasive” testing or be deemed to modify soil, air or waive groundwater sampling, including any of the representations and warranties of the other Party set forth in this AgreementPhase I or Phase II environmental assessments. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates Subsidiaries to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement Agreement. (c) Promptly following the date hereof, Parent and the Clean Team AgreementCompany shall establish a transition and integration planning team (the “Integration Committee”), if applicablecomprised of (i) a designated representative of Parent and (ii) a designated representative of the Company. The chair of the Integration Committee will be a designated representative of Parent. Subject to applicable Law, the Integration Committee shall discuss and plan for a transition and integration planning process concerning the combination of the operations of Parent, the Company and their respective Subsidiaries after the Closing (the “Integration Plan”), and shall meet from time to time, as reasonably requested by Xxxxxx. Notwithstanding anything in the Confidentiality Agreement this Section 7.1(c) to the contrary, contrary and without limiting any of the term “Representatives” (as defined obligations of the Company or any Company Subsidiary contained elsewhere in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, prior to the Acquisition or other TransactionsEffective Time, none of the Company nor any of the Company Subsidiaries shall be obligated to take any action, or to refrain from taking any Person alleging that action, as a result of any of the consent discussions or meetings of such Person is the Integration Committee or may be required otherwise in connection with the Acquisition Integration Plan or otherwise, unless such actions are contingent upon the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting occurrence of the holders of Aon Shares in connection Closing and compliant with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IXall applicable Laws. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, and subject to applicable Laws, the extent permitted by applicable Law, each of WTW and Aon Company shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party upon reasonable prior written notice, (i) give Parent and to the Representatives of such other Party its authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, officesthe Group Companies’ contracts, books, contractsrecords, analysis, projections, plans, systems, senior management, commitments, personneloffices and other facilities and properties, (ii) furnish to Parent, its counsel, financial advisors, auditors, financing sources (including potential sources) and other Representatives such financial and operating data and other information (including the trustees work papers of the Company’s independent accountants upon receipt of any material funded WTW Benefit Plan or material funded Aon Benefit Plan required consents from such accountants and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the execution of customary access letters) as such Persons may reasonably request and (iii) instruct the employees, consultants, agents, counsel, financial advisors, auditors and other Representatives of the Group Companies to reasonably cooperate with Parent in its investigation of the Group Companies; provided that all such access shall be coordinated through the Company or its Representatives. The terms of a confidentiality agreement with a third party entered into prior the Confidentiality Agreements shall apply to any information provided pursuant to this Section 7.01. However, the Company shall not be required to provide access to (or disclose) information, to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to extent such access or disclosure and would (i) jeopardize the attorney-client or similar privilege of the Company or any of its Subsidiaries; (ii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to make appropriate substitute arrangements any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to permit reasonable disclosure not confidentiality (provided that, in violation the case of any such obligation each of confidentiality(i) through (iv), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss or waiver of any such attorney-client, attorney work product or other legal privilege, including by arrangement of entering into appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreementsimilar agreements). (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt written notice to AonParent, and Aon Parent shall give prompt written notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or the other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could would reasonably be expected to be material to WTW the Company and its Subsidiaries, the Surviving Company or Aon, Parent; (ii) of any legal proceeding Legal Proceeding commenced or, or (to any Party’s knowledge, Knowledge) threatened against, such Party or any of its Subsidiaries or Affiliates Affiliates, in each case in connection with, arising from or otherwise relating to, involving to the Transactions; or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating Effect to it or any of the WTW its Subsidiaries or the Aon Subsidiaries, respectivelyAffiliates, which (A) individually or in the aggregate would (or would reasonably be expected to) prevent, materially delay or materially impede the ability of Parent or Merger Sub to haveconsummate the Transactions in accordance with the terms of this Agreement, or (B) individually or in the aggregate, would or would be expected to have, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, . No failure 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 8.1(d) 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 in delivering any such notice shall not affect any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1in accordance with Article VIII, to the extent permitted by applicable Law, each of WTW and Aon Party shall, and shall cause each of the WTW Subsidiaries and the Aon SubsidiariesParent Subsidiary or Company Subsidiary, respectivelyas applicable, to, (i) afford to the other Party and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the offices, properties, officesCompany Material Contracts or Parent Material Contracts, booksas applicable, contracts, commitmentsTax Returns, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, (ii) furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, propertiesproperties and personnel available to or prepared by the such Party or any Parent Subsidiary or Company Subsidiary, personnelas applicable, in the trustees normal course of any material funded WTW Benefit Plan or material funded Aon Benefit Plan its business as such other Party may reasonably requestrequest and (iii) instruct the Representatives of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, to cooperate with the requesting Party in its investigation of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable. Notwithstanding the foregoing, neither WTW nor Aon no Party shall be required by this Section 8.1 6.1 to provide the other Party or the its Representatives of such other Party with access to or to disclose information (Ai) that is subject to the terms disclosure of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice which would violate applicable Law (provided, however, that the withholding Party Parties shall use its their respective commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduresapplicable Law) or (Cii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding each Party shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, . Each Party will use its commercially reasonable efforts to external counsel for Aon or WTW, as applicable, minimize to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize practicable any unnecessary disruption to the businesses of the other Party and or any Parent Subsidiary or Company Subsidiary, as applicable, that may result from the requests for access, data and information hereunder. No inspection by either Notwithstanding anything to the contrary herein, neither Party shall be permitted to conduct any testing, sampling or subsurface or invasive analysis (commonly known as a Phase II environmental assessment) at any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties property of the other Party set forth in this Agreementor of any Parent Subsidiary or Company Subsidiary, as applicable. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and Parent hereby acknowledge and agree to continue to be bound by the date, if any, on which terms of the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnelConfidentiality Agreement. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding Proceeding commenced or, to any such Party’s knowledgeKnowledge, threatened against, against such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other TransactionsTransaction, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance (including any communication by a security holder) relating to it or any of the WTW Subsidiaries Company Subsidiary or the Aon SubsidiariesParent Subsidiary, respectively, which that (assuming such event or circumstance was realized) would reasonably be expected to have, individually or in the aggregate, have a WTW Company Material Adverse Effect or an Aon Parent Material Adverse Effect, 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 8.1(d6.1(c) shall not (i) limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement, (ii) otherwise prejudice in any way the rights and remedies contained in this Agreement, (iii) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or (iv) be deemed to amend or supplement the Company Disclosure Letter or the Parent Disclosure Letter or 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 of the Conditions or give rise to any right to terminate under Article IXhereunder. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.18.1, to the extent permitted by applicable LawLaw and subject to the other provisions of this Section 6.1, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (so long as any such access does not unreasonably interfere with the Company’s business), in each casecase for the purpose of transition and integration planning and reviewing the performance and operations of the business, whether in physical the Company and the Company Subsidiaries during such period (and not for the purpose of any actual or electronic formpotential adverse Action or dispute between the parties or their affiliates) and(such permitted purpose, the “Intended Purpose”), and during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest for the Intended Purpose. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement Contract with a third party entered into prior to the date of this Agreement hereof or entered into after the date of this Agreement hereof in the ordinary course of business consistent with past practice (provided, however, that that, at Parent’s written request, the withholding Party Company shall use its reasonable best efforts to (x) obtain the required consent of such third party to such access or disclosure and to or (y) make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject to the disclosure of which would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not result in a loss of any such jeopardize attorney-client, attorney work product or other legal privilege). Notwithstanding anything to the contrary contained in this Section 6.1(a), including by arrangement any document, correspondence or information or other access provided pursuant to this Section 6.1(a) may be redacted or otherwise limited to prevent disclosure of appropriate clean room procedures); providedinformation concerning or relating to (A) the valuation of the Company, howeverconsideration or valuation of the Merger, that such (B) any Acquisition Proposal, Superior Proposal or Change of Recommendation, each subject to their respective obligations under Section 5.2 or (C) any other similarly confidential information, or any competitively sensitive information. All access and information pursuant to this Section 6.1(a) shall be disclosed (x) coordinated through the General Counsel of the Company or granted, as applicable, to external counsel for Aon or WTW, as applicable, a designee thereof and (y) subject to the extent reasonably required for Company’s reasonable security measures and insurance requirements. Access pursuant to this Section 6.1(a) shall not include the purpose right to perform invasive testing or environmental sampling of complying with applicable Antitrust Laws and Foreign Investment Laws subject to any kind, without the prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses written consent of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this AgreementCompany. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt written notice to WTW, the Company (subject to Section 6.2(b)) (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this AgreementAgreement and the Transactions, including the Acquisition or other TransactionsMerger, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other TransactionsMerger, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, and (ii) of any legal proceeding commenced or, to any such Party’s knowledgeKnowledge, threatened against, against such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers or otherwise relating to, involving or affecting such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers, in each case in connection with with, arising from or otherwise relating to the Merger or any other transaction contemplated by this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1in accordance with Article VIII, to the extent permitted by applicable Law, each of WTW Asterias afford BioTime and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, Asterias furnish reasonably promptly to the other Party any and BioTime all information (financial or otherwise, including Tax Returns) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party BioTime may reasonably request. From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIII, to the extent permitted by applicable Law, BioTime shall afford to Asterias and its Representatives access during normal business hours and upon reasonable advance notice to contracts, commitments, personnel and records to the extent necessary for Asterias to confirm the accuracy of BioTime’s representations and warranties contained in Article IV. Notwithstanding the foregoing, neither WTW Asterias nor Aon shall BioTime will be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B1) the disclosure of which would violate any Law or duty (provided, however, that as long as the withholding Party shall use Asterias uses its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduresLaw) or (C2) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use as long as Asterias or BioTime (as applicable) uses its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including ). No investigation by arrangement of appropriate clean room procedures); BioTime or Asterias or their respective Representatives or information provided, however, that such access and information shall be disclosed made available or granted, as applicable, delivered pursuant to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives this Agreement shall affect the representations, warranties, covenants or be deemed to modify agreements of Asterias or waive any of the representations and warranties of the other Party BioTime set forth in this Agreementherein. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time BioTime and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Asterias will hold, and will cause its Representatives and Affiliates to hold, hold any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW shall Asterias will give prompt notice to AonBioTime, and Aon shall BioTime will give prompt notice to WTWAsterias, (i1) of any notice or other communication received by such Party from any Governmental Entity Authority in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW Asterias, the Surviving Corporation or AonBioTime, (ii2) of any legal proceeding Action commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Subsidiaries, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions Transaction and (v3) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or or, in the case of BioTime, any of the WTW Subsidiaries or the Aon BioTime Subsidiaries, respectively, which that would reasonably be expected to have, individually or in the aggregate, a WTW an Asterias Material Adverse Effect or an Aon a BioTime Material Adverse Effect, as the case may be, or which that would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; provided, however, that the . The delivery of any notice pursuant to this Section 8.1(d6.1(c) shall will 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is terminated pursuant to in accordance with Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each the Company Subsidiary to, (i) upon request, provide to Parent and Parent’s Representatives reasonable access at reasonable times upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of the WTW Subsidiaries Company and the Aon Subsidiaries, respectively, to, afford to the other Party Company Subsidiary and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in each case, whether in physical or electronic formcompliance with its policies and procedures and any applicable Law at the Effective Time); and (ii) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, use reasonable best efforts to furnish reasonably promptly to Parent such information concerning the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnelcontracts, assets, liabilities, personnel and other aspects of the trustees of any material funded WTW Benefit Plan Company and the Company Subsidiary as Parent or material funded Aon Benefit Plan as such other Party its Representatives may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives request (including for purposes of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure conducting regulatory compliance reviews and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts audits to allow for such access or disclosure Parent to be in compliance with its policies and procedures and any applicable Law at the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room proceduresEffective Time); provided, however, that such investigation shall not unduly disrupt the Company’s operations, provided, further, that the Company shall not be required to provide access and to or disclose any such information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for such access or disclosure would (A) based on the purpose advice of complying Parent’s outside legal counsel and in the reasonable good faith judgment of the Company, result in the loss of attorney-client privilege of the Company or the Company Subsidiary, (B) violate applicable Law or (C) in the reasonable good faith judgment of the Company, violate confidentiality obligations owed to a Person and such confidentiality obligations that were in effect prior to the execution and delivery of this Agreement; provided, however, with applicable Antitrust Laws respect to clauses (A), (B) and Foreign Investment Laws subject to prior execution (C) of a common interest or joint defense agreement in customary form. Each of WTW and Aon will this Section 6.1, the Company shall use its reasonable best efforts to minimize develop and alternative method for providing such information. (b) Parent will hold, and will cause its Representatives to hold, any disruption nonpublic information, including any information exchanged pursuant to this Section 6.1, in confidence to the businesses extent required by and in accordance with the terms of the other Party that may result from the requests for access, data and information hereunder. Confidentiality Agreement. (c) No inspection by either Party Parent or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party Company, the Company Subsidiary, Parent or Merger Sub set forth in this Agreement. (bd) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement Notwithstanding anything to the earlier contrary contained herein, each of the Effective Time Company and Parent shall promptly notify the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, other of: (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any written notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, ; (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other Transactions, Transaction; (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or the Company Subsidiary or any of the WTW Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; and (iv) any inaccuracy of any representation or warranty or breach of covenant contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the conditions set forth in Article VII not to be satisfied prior to the Outside Date; provided, however, that the delivery of any notice pursuant to this Section 8.1(d6.1(d) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII, except for any such failure that constitutes a willful breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice hereof (provided, however, that the withholding Party Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject to the disclosure of which would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW Parent and Aon the Company will use reasonable best efforts cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the other Party Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. No inspection by either Party Any access to any properties or facilities of the Company or any of its respective Representatives Company Subsidiary shall affect be subject to the Company’s reasonable security measures and shall not include the right to perform any “invasive” testing or be deemed to modify soil, air or waive groundwater sampling, including, without limitation, any of the representations and warranties of the other Party set forth in this AgreementPhase I or Phase II environmental assessments. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement Agreement. (c) Promptly following the date hereof, Parent and the Clean Team AgreementCompany shall establish a transition and integration planning team (the “Integration Committee”), if applicablecomprised of (i) the Chief Executive Officer and/or Chief Financial Officer of Parent, (ii) one or two other senior executives of Parent designated by the Chief Executive Officer of Parent, (iii) the Chief Executive Officer and/or Chief Financial Officer of the Company and (iv) one or two other senior executives of the Company designated by the Chief Executive Officer of the Company. The chair of the Integration Committee will be the Chief Executive Officer of Parent or such other Person as designated by the Chief Executive Officer of Parent. Subject to applicable Law, the Integration Committee shall discuss and plan for a transition and integration planning process concerning the combination of the operations of Parent, the Company and their respective Subsidiaries after the Closing (the “Integration Plan”), and shall meet from time to time, as reasonably requested by the Chief Executive Officer of Parent. Notwithstanding anything in the Confidentiality Agreement this Section 7.1(c) to the contrary, contrary and without limiting any of the term “Representatives” (as defined obligations of the Company or any Company Subsidiary contained elsewhere in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, prior to the Acquisition or other TransactionsEffective Time, none of the Company nor any of the Company Subsidiaries shall be obligated to take any action, or to refrain from taking any Person alleging that action, as a result of any of the consent discussions or meetings of such Person is the Integration Committee or may be required otherwise in connection with the Acquisition Integration Plan or otherwise, unless such actions are contingent upon the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting occurrence of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IXClosing. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Interim Period, to the extent permitted by applicable LawLaw and Contracts, and subject to the reasonable protocols imposed from time to time upon advice of counsel, each of WTW Parent and Aon Company shall, and shall cause each of the WTW Subsidiaries Parent Subsidiary and the Aon SubsidiariesCompany Subsidiary, respectively, to, to afford to the other Party and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW Parent and Aon Company shall, and shall cause each of the WTW Subsidiaries Parent Subsidiary and the Aon SubsidiariesCompany Subsidiary, respectively, to, furnish reasonably promptly to the other Party any and all information in its possession (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as properties and personnel such other Party or its Representatives may reasonably request. Notwithstanding the foregoing, neither WTW Parent nor Aon Company shall be required by this Section 8.1 7.1 to provide the other Party or the Representatives of such the other Party with access to or to disclose information information, (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement and disclosed to the other Party hereto or entered into on or after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement means of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of entry into a common interest or customary joint defense agreement in customary formthat would alleviate the loss of such privilege). Each of WTW Parent and Aon Company will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW Parent and Aon Company will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWCompany, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Acquisition Merger or the other Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition Merger or the other Transactions, if or (C) of any written notice received from any Person in connection with (1) any material violation or default under or notice to terminate, not renew or challenge the subject matter validity or enforceability of such communication any Company Material Contract or the failure Parent Material Contract, or (2) any event or circumstance that would give rise to any option to purchase, right of such Party first refusal or first offer, or any other right to obtain such consent could be material to WTW purchase in favor of any Person under any Company Material Contract, Company Lease, Company Residential Lease, Parent Material Contract, Parent Lease or AonParent Residential Lease, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other TransactionsTransaction, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event event, change, development or circumstance relating to it or any of the WTW Subsidiaries Company Subsidiary or the Aon SubsidiariesParent Subsidiary, respectively, which would makes or is reasonably be expected likely to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation make any of the Transactions; provided, however, that the delivery of any notice pursuant conditions set forth in Article VIII to this Section 8.1(d) 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 Partybe satisfied. The failure to deliver any such notice notice, in and of itself, shall not affect result in the failure of, or otherwise affect, any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each caseso long as any such access does not unreasonably interfere with the Company’s business), whether in physical or electronic form) and, and during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, use reasonable best efforts to furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice hereof (provided, however, that that, at Parent’s written request, the withholding Party Company shall use its commercially reasonable best efforts (x) to obtain the required consent of such third party to such access or disclosure and or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which which, in the reasonable good faith judgment of the Company, would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject to the disclosure of which, in the reasonable good faith judgment of the Company, would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not result in a loss of any such jeopardize attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt written notice to WTWthe Company (solely with respect to the matters set forth in clauses (i) and (ii) of this Section 6.1(c) and subject to Section 6.2(b)), (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any such Party’s knowledgeKnowledge, threatened against, against such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers or otherwise relating to, involving or affecting such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers, in each case in connection with with, arising from or otherwise relating to the Merger or any other transaction contemplated by this Agreement, the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which Company Subsidiary that would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement hereof or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Parent and Merger Sub; provided, further, other than in the case of the Conditions or give rise to any right to terminate under Article IX. (e) Each Company’s willful breach of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 6.1(c), that the Company’s obligations, actions or inactions pursuant to this Section 8.2 as “Outside Counsel Only Material.” Such materials 6.1(c), in each case and the information contained therein in and of themselves, shall be given only to deemed excluded for purposes of determining whether the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained condition set forth in advance from the source of the materials (WTW or Aon, as the case may beSection 7.2(b) or its legal counselhas been satisfied.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, to the extent permitted by applicable Law, each of WTW the Seller and Aon Acquirors shall, and shall cause each of the WTW their respective Subsidiaries and the Aon Subsidiaries(if applicable), respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contractsContracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Seller and Aon Acquirors shall, and shall cause each of the WTW their respective Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Seller nor Aon the Acquirors shall be required by this Section 8.1 7.01(a) to provide the other Party or the Representatives of such other Party with access to to, or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (providedAgreement, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access . The Seller and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon Acquirors will use commercially reasonable best efforts to minimize any disruption to the businesses business of the other Party Acquired Companies that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time The Seller and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Acquirors will hold, and will cause its their respective Representatives and Affiliates to hold, any nonpublic non-public information, including any information exchanged pursuant to this Section 8.17.01(a), in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and confidentiality provisions of the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of AonTerm Sheet. (dc) WTW The Seller shall give prompt notice to Aonthe Acquirors, and Aon the Acquirors shall give prompt notice to WTW, the Seller (i) of any notice or other communication received by such Party from any Governmental Entity Authority in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, ; (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, against such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition or other Transactions, ; (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries of the Acquired Companies or the Aon SubsidiariesAcquirors, respectively, which that would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon Acquiror Material Adverse Effect, as the case may be, or which that 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 8.1(d7.01(c) 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 of the Conditions conditions set forth in Article VIII or give rise to any right to terminate under Article IXSection 9.01. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Interim Period, to the extent permitted by applicable LawLaw and Contracts, and subject to the reasonable protocols imposed from time to time upon advice of counsel, each of WTW Parent and Aon the Company shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW Parent and Aon the Company shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information in its possession (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as properties and personnel such other Party or its Representatives may reasonably request; provided, that no such disclosure or investigation pursuant to this Section 6.1 shall affect, or be deemed to modify, any of the representations or warranties made by any of the Parties hereunder and all such access shall be coordinated through designated Representatives of Parent or the Company, as applicable, in accordance with reasonable procedures as they may establish. Notwithstanding the foregoing, neither WTW Parent nor Aon the Company shall be required by this Section 8.1 6.1(a) to provide the other Party or the Representatives of such the other Party with access to or to disclose information information, (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course Ordinary Course of business consistent with past practice Business (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (Bii) the disclosure of which would violate any Law Law, contractual obligation or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement duty or to obtain the consent of appropriate clean room proceduresthe third party to whom the contractual duty is owed) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW Parent and Aon the Company will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Prior to the Merger Effective Time, each of the Company and Parent shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or any of its respective Representatives shall affect or be deemed to modify or waive any of this Agreement and the representations and warranties Transactions without the prior written consent of the other Party set forth (provided that, for the avoidance of doubt, nothing in this AgreementSection 6.1(a) shall be deemed to restrict a Party and its respective Representatives and Affiliates from contacting such third parties in pursuing its own business activities (operating in the ordinary course)). (b) Without limiting the generality Each of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time Parent and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Company will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of AonAgreements. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity Authority in connection with this Agreement, the Acquisition Merger or the other Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition Merger or the other TransactionsTransactions or (C) of any written notice received from any Person in connection with (1) any material violation or default under or notice to terminate, if not renew or challenge the subject matter validity or enforceability of such communication any Company Material Contract or the failure Company Lease, or (2) any event or circumstance that would give rise to any option to purchase, right of such Party first refusal or first offer, or any other right to obtain such consent could be material to WTW purchase in favor of any Person under any Company Material Contract or AonCompany Lease, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledgeKnowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Affiliates, in connection with this Agreementeach case arising from or otherwise relating to the Merger or any other Transaction, the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event event, change, development or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would makes or is reasonably be expected likely to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation make any of the Transactions; provided, however, that the delivery of any notice pursuant conditions set forth in Article VII to this Section 8.1(d) 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 Partybe satisfied. The failure to deliver any such notice notice, in and of itself, shall not affect result in the failure of, or otherwise affect, any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably promptly to the other Party any and Parent all information (financial or otherwise) in existence concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from disclosure pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof that is still in effect, (ii) the disclosure of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice which would violate Law (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduresLaw) or (Ciii) that is subject to the disclosure of which would violate or invalidate any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); and provided, howeverfurther, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form). Each of WTW and Aon Parent will use its commercially reasonable best efforts to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the other Party Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to Aon, Parent and Aon the Parent shall give prompt notice to WTWthe Company, as applicable, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any such Party’s knowledge, threatened against, against such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Offer, the Acquisition Merger or any other TransactionsTransaction, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which such Subsidiary that would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, applicable or which would reasonably be expected to prevent or materially delay or impede the consummation of the TransactionsTransactions and (iv) upon becoming aware of any Specified Employee communicating his or her intention to terminate, or providing notice of termination of, his or her employment with the Company, Company Subsidiaries, or their respective ERISA Affiliates; provided, however, that the delivery of any notice pursuant to this Section 8.1(d7.1(c) 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 such Party. The failure to deliver any such notice shall not affect any of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Company Subsidiaries and the Aon Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW the Company and Aon Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Corporation or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other TransactionsTransaction, (iii) in the case of AonParent, of any notice or other communication received by Aon Parent from any Person requisitioning the convening of a meeting of the holders of Aon Parent Shares in connection with this Agreement, the Acquisition or other Transactions, and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d6.1(c) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Pre-Closing Period, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any Parent and its Representatives all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.2 to provide the other Party Parent, Merger Sub or the their Representatives of such other Party with access to or to disclose information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not otherwise in breach of this Agreement (provided, however, that the withholding Party shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such confidentiality agreement), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information . Parent shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use commercially reasonable best efforts to minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will Parent shall hold, and will shall cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will shall otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Corporation or AonParent, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with with, arising from or otherwise relating to this Agreement, the Acquisition Merger or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon the Company from any Person requisitioning requesting the convening of a meeting of the holders shareholders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, Company and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, have a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d6.2(c) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII, except for any such failure that constitutes a Willful Breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours (and upon reasonable advance notice and solely for the purposes of furthering the Transactions or transition and integration planning) to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each caserecords, whether in physical or electronic form) and, and during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish as promptly as reasonably promptly practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning); provided, however, that Parent and Parent’s Representatives shall not conduct any sampling of the environment at any of the Owned Real Property or the Leased Real Property. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement hereof or entered into after the date of this Agreement hereof in the ordinary course of business consistent with past practice (provided, however, that that, at Parent’s written request, the withholding Party Company shall use its commercially reasonable best efforts (x) to obtain the required consent of such third party to such access or disclosure and or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityprohibition), (Bii) the access or disclosure of which would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject the access or disclosure of which, in the reasonable, good faith judgment of the Company, would give rise to a material risk of the loss of any attorney-attorney client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not result in give rise to a loss material risk of any such attorney-jeopardizing attorney client, attorney work product or other legal privilege). Nothing in this Section 6.1 will be construed to require the Company, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party Company Subsidiary or any of its their respective Representatives shall affect to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 6.1 will be deemed to modify or waive any conducted in a manner that does not unreasonably interfere with the conduct of the representations and warranties business of the other Party set forth Company or any Company Subsidiary or create a risk of damage or destruction to any property or assets of the Company or any Company Subsidiary. Any access to the properties of the Company or any Company Subsidiary will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law or not practicable as a result of COVID-19 or any COVID-19 Measures. All requests for access or information pursuant to this Section 6.1 shall be directed to the Chief Financial Officer of the Company, or another person designated by the Company. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dA) WTW Each Party (the “Receiving Party”) shall give prompt written notice to Aon, and Aon shall give prompt notice to WTW, each other Party (the “Notified Party”) (i) of any notice or other communication received by such the Receiving Party from any Governmental Entity in connection with this Agreement, the Acquisition Voting Agreement, the Transactions, including the Merger, or other Transactionsthe transactions contemplated by the Voting Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication transactions contemplated by this Agreement or the failure of such Party to obtain such consent could be material to WTW or AonVoting Agreement, and (ii) of any legal proceeding Proceeding commenced or, to any the Knowledge of the Receiving Party’s knowledge, threatened against, such against the Receiving Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers or otherwise relating to, involving or affecting such the Receiving Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers, in each case in connection with with, arising from or otherwise relating to the Merger or any other transaction contemplated by this Agreement or the Voting Agreement, (B) the Acquisition or other Transactions, (iii) in the case of Aon, of any Company shall give prompt written notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) to Parent upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries Company Subsidiary that has had or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect and (C) Parent shall give prompt written notice to the Company upon Guarantor, Parent or an Aon Material Adverse EffectMerger Sub becoming aware of the occurrence of any event or circumstance relating to Guarantor, as the case may beParent, Merger Sub or which any of their respective Subsidiaries that has had or would reasonably be expected to prevent have, individually or materially delay in the aggregate, a Parent Material Adverse Effect or impede the consummation of the Transactions; a Guarantor Material Adverse Effect; provided, however, in each case, that the delivery of any notice pursuant to this Section 8.1(d6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement hereof or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon mayto, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counselof (A), the Notified Party, in the case of (B), Parent and in the case of (C), the Company.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably promptly to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, properties and personnel available to the trustees Company or any Company Subsidiary or prepared by the Company or any Company Subsidiary in the normal course of any material funded WTW Benefit Plan or material funded Aon Benefit Plan its business as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement hereof or entered into after the date of this Agreement hereof in the ordinary course of business consistent with past practice (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduresLaw) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, . Parent will use its commercially reasonable efforts to external counsel for Aon or WTW, as applicable, minimize to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize practicable any unnecessary disruption to the businesses of the other Party Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any such Party’s knowledge, threatened against, against such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Offer, the Acquisition Merger or any other TransactionsTransaction, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries Company Subsidiary or the Aon SubsidiariesParent Subsidiary, respectively, which that would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon Parent Material Adverse Effect, 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 8.1(d7.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement hereunder or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Company Subsidiaries and the Aon Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, Table of Contents attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW the Company and Aon Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Mergers or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Mergers or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Company or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Offer, the Acquisition Mergers or any other TransactionsTransaction, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d7.1(c) 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 of the Conditions conditions set forth in Annex B or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1‎8.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnelpersonnel and records, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon period the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and Parent all existing information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 ‎6.1 to provide the other Party Parent or the its Representatives of such other Party with access to or to disclose information (Ai) that is subject to the terms of a confidentiality agreement with a third party Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality)practice, (Bii) the disclosure of which would reasonably be expected to violate or conflict with any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or dutyLaw, including by arrangement of appropriate clean room procedures) Antitrust Laws, or (Ciii) that is subject to any attorney-client, attorney work product client or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement ; provided for (i) through (iii) that the Company will inform Parent of appropriate clean room procedures); provided, however, the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in a violation of Law or any such access and information shall be disclosed contractual restraint or granted, as applicable, to external counsel for Aon the loss or WTW, as applicable, to the extent waiver of such privilege. Parent will reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting Notwithstanding the generality foregoing in this Section ‎6.1 or as set forth in Section ‎6.2, the Company may, as it deems necessary based on the advice of its outside counsel, reasonably designate any competitively sensitive material provided under this Section 8.1(a)‎6.1 or under Section ‎6.2 as either “Antitrust Counsel Only Material” or “Antitrust Restricted Material.” Antitrust Counsel Only Material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, during officers or directors of the period recipient unless express permission is obtained in advance from the date Company or its legal counsel. Antitrust Restricted Material and the information contained therein shall be given only to outside antitrust counsel and other outside Representatives of this Agreement the recipient and employees, officers or directors of the recipient approved by the Company based on the advice of its outside counsel, and will not be disclosed by such Persons to other employees, officers or directors of the recipient unless express permission is obtained in advance from the Company or its legal counsel. Anything to the earlier of the Effective Time and the datecontrary contained in this Section ‎6.1 or in Section ‎6.2 notwithstanding, if any, on which the Agreement is validly terminated materials provided pursuant to and in accordance with this Section 9.1, each Party agrees to, and to cause its Subsidiaries to, ‎6.1 or Section ‎6.2 may be redacted (i) reasonably assist and reasonably cooperate with to remove references concerning the other Parties and their respective Subsidiaries to facilitate valuation of the post-Completion integration of WTW Company and the WTW Subsidiaries with Aon and the Aon SubsidiariesMerger, and (ii) provide reasonable access to key personnel identified as reasonably contemplated by an Aon Sections 6.1(a)(i), (ii) or WTW to facilitate efforts with respect (iii), but subject to the post-Completion retention of such key personnelproviso thereof. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1‎6.1 or Section ‎6.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity Authority in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Company or AonParent, (ii) of any legal proceeding Action commenced or, to any Party’s knowledgethe knowledge of the Company or the knowledge of Parent, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Subsidiaries, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to haveexpected, individually or in the aggregate, a WTW Material Adverse Effect to result in the failure to be satisfied of any of the conditions to the other Party’s obligation to effect the Merger or an Aon Material Adverse Effect, as the case may be, or which that 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 8.1(d‎6.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Company Subsidiaries and the Aon Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary formLaws. Each of WTW the Company and Aon Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Mergers or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Mergers or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates controlled affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates controlled affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Offer, the Acquisition Mergers or any other TransactionsTransaction, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d7.1(c) 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 of the Conditions conditions set forth in Annex B or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party Parent or the its Representatives of such other Party with access to or to disclose information (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality)practice, (Bii) the disclosure of which would violate Law, (iii) any Law information that is reasonably pertinent to any Action in which the Company or duty a Company Subsidiary, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties, (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (Civ) that is subject to any attorney-client, attorney work product or other legal privilege privilege, (v) that if disclosed, would result in a breach, violation, or default of a Contract to which the Company or a Company Subsidiary is a party or otherwise bound, or give a third party the right to terminate or accelerate any rights thereunder, or (vi) that would result in the disclosure of any Trade Secrets of the Company or any third parties; provided, howeverfor (i), (ii), (iv) and (v), that the withholding Party shall use its reasonable best efforts Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to allow provide for such access or substitute disclosure to the maximum extent arrangements in a manner that does would not result in a loss violation of Law or any such attorney-client, attorney work product contractual restraint or other legal the loss or waiver of such privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent . Parent will reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No hereunder and shall schedule and coordinate all inspections with the Company’s Chief Financial Officer (or such other Person as may be designated by the Company’s Chief Financial Officer) and shall give the Company reasonable prior written notice thereof, setting forth the inspection by either Party or any of materials that Parent or its respective Representatives shall affect intend to conduct or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreementreview, as applicable. (b) Without limiting Notwithstanding the generality foregoing in this Section 6.1 or as set forth in Section 6.2, the Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided under this Section 6.1 or under Section 6.2 as either “Outside Counsel Only Material” or “Restricted Material.” Outside Counsel Only Material and the information contained therein shall be given only to the outside counsel of Section 8.1(a)the recipient and will not be disclosed by such outside counsel to employees, during officers or directors of the period recipient unless express permission is obtained in advance from the date Company or its legal counsel. Restricted Material and the information contained therein shall be given only to outside counsel and other outside Representatives of this Agreement the recipient and employees, officers or directors of the recipient approved by the Company, and will not be disclosed by such Persons to other employees, officers or directors of the recipient unless express permission is obtained in advance from the Company or its legal counsel. Anything to the earlier of the Effective Time and the datecontrary contained in this Section 6.1 or in Section 6.2 notwithstanding, if any, on which the Agreement is validly terminated materials provided pursuant to and in accordance with this Section 9.1, each Party agrees to, and to cause its Subsidiaries to, 6.1 or Section 6.2 may be redacted (i) reasonably assist and reasonably cooperate with to remove references concerning the other Parties and their respective Subsidiaries to facilitate valuation of the post-Completion integration of WTW Company and the WTW Subsidiaries Merger, (ii) as necessary to comply with Aon and the Aon Subsidiariescontractual arrangements, and (iiiii) provide reasonable access as necessary to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnelpreserve privilege. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1 or Section 6.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity Authority in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Company or AonParent, (ii) of any legal proceeding Action commenced or, to any Party’s knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Subsidiaries, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to haveexpected, individually or in the aggregate, a WTW Material Adverse Effect to result in the failure to be satisfied of any of the conditions to the other Party’s obligation to effect the Merger or an Aon Material Adverse Effect, as the case may be, or which that 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 8.1(d6.1(d) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate this Agreement under Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Pre-Closing Period, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, to (i) afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and records (in each case, whether in physical or electronic formincluding Tax Returns) and, during such period, each of WTW and Aon shall, (ii) furnish to Parent and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and its Representatives all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan properties and personnel as Parent or material funded Aon Benefit Plan as such other Party its Representatives may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 5.2 to provide the other Party Parent, Merger Sub or the their Representatives of such other Party with access to or to disclose information (A) that is subject to the Company, the Company Subsidiaries or their respective Representatives are prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not otherwise in breach of this Agreement (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such confidentiality agreement), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the Company shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to would jeopardize any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information . Parent shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use commercially reasonable best efforts to minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will Parent shall hold, and will shall cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.15.2, in confidence to the extent required by and in accordance with, and will shall otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any written notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Corporation or AonParent, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with with, arising from or otherwise relating to this Agreement, the Acquisition Merger or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon the Company from any Person requisitioning requesting the convening of a meeting of the holders stockholders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, Company and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, have a WTW Material Adverse Effect or an Aon Company Material Adverse Effect, 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 8.1(d5.2(c) 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 of the Conditions conditions set forth in Article VI or give rise to any right to terminate under Article IXVII, except for any such failure that constitutes a Willful Breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective its properties, offices, booksofficers, contractsemployees, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any Parent and its Representatives all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request, including any such information reasonably requested by Parent that is required to be included or reflected in, or is reasonably necessary for the preparation and timely filing of, any forms, documents and reports required to be filed or furnished by Parent or any of its Affiliates with the SEC; provided that any such access shall be conducted in a manner as not to unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.2 to provide the other Party Parent or the its Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice practices (provided, however, that the withholding Party Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate through clean room proceduresteam arrangements) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its affiliates and its and their respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.2, in confidence subject to the extent required by disclosure and other use and other limitations under and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Corporation or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other Transactions, Transaction or (iii) in any other change, event, condition, effect or occurrence that would be reasonably expected to cause the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting failure of the holders of Aon Shares conditions set forth in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 PartyArticle VIII. The failure to deliver any such notice shall not affect any of the Conditions conditions set forth in Article VIII or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to ‎Section 8.1, subject to the Confidentiality Agreement, Company shall, and shall cause each of its Subsidiaries to, (x) afford Parent, Buyer and their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to the properties, offices, books, Contracts, commitments, personnel and records of Company and its Subsidiaries and (y) furnish reasonably promptly to Parent, Buyer and their respective Representatives such information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request. To the extent reasonably required in connection with the development of the post-closing integration plan pursuant to ‎Section 6.11 (below), Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Buyer and their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to the personnel of the applicable Party and its Subsidiaries and (y) furnish reasonably promptly to such other Party and its Representatives such information (financial or otherwise) concerning its business and personnel as such other Party may reasonably request. (b) Until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to ‎Section 8.1, subject to the Confidentiality Agreement and subject to the requirements of applicable Law (including any Antitrust Law or Investment Screening Law), Company shall update Parent as soon as reasonably practicable in the case of any material developments relating to any audit or Proceeding in relation to Taxes that involves a material amount of Taxes. (c) Without limiting the generality and in furtherance of the foregoing, until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, subject to the Confidentiality Agreement and subject to the requirements of applicable Law (including any Antitrust Law or Investment Screening Law), the Company shall give prompt notice to Parent and Buyer (to the extent practicable, at least five Business Days) before (x) materially modifying, amending or terminating any Company Material Contract or waiving, releasing or assigning any material rights, benefits or claims thereunder, or (y) entering into any Contract that would, if entered into prior to the date hereof, be a Company Material Contract, in each case that provides for material obligations on Company or any of the Company Subsidiaries after one year of the date of entry into such Company Material Contract, and provide copies of such material amendments or new contracts to Parent and Buyer (to the extent such delivery is permitted by the terms of the applicable Company Material Contract and applicable Law; provided that, if such delivery is not permitted, Company shall provide a reasonable summary permitted by the terms of the applicable Company Material Contract and applicable Law). (d) Parent and Buyer, as applicable, shall each give prompt notice to Company (x) of any notice or other communication received by them or any of their respective Affiliates from any Governmental Entity in connection with this Agreement or the Transaction, or from any Person alleging that the consent of such Person is or may be required in connection with the Transaction, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to Parent, Buyer, Company or their respective Subsidiaries, or (y) of any Proceeding commenced or, to the extent permitted by applicable Lawknowledge of Parent and/or Buyer, each of WTW and Aon shallthreatened, and shall cause each of the WTW Subsidiaries and the Aon Subsidiariesagainst Parent, respectively, Buyer or any Subsidiary or otherwise relating to, afford involving or affecting Parent, Buyer or any Parent Subsidiary, in each case in connection with, arising from or otherwise relating to the other Party Transaction. (e) Notwithstanding the foregoing, Company shall not be required by this ‎Section 6.1 to provide Parent and Buyer or its Representatives with access to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contractsContracts, commitments, personnelpersonnel and records, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of furnish any such obligation of confidentiality)information, (Bi) the disclosure of which would violate any applicable Law (including any Antitrust Law or duty Investment Screening Law) (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or dutysuch Law), including by arrangement of appropriate clean room procedures) or (Cii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement ). Parent and Buyer shall not be permitted to conduct any invasive or intrusive sampling or analysis of appropriate clean room proceduresany environmental media or building materials at any facility of Company or its Subsidiaries without the prior written consent of Company (which may be granted or withheld in Company’s sole discretion); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (bf) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 pursuant to ‎Section 6.1(f) shall not affect result in or constitute a failure of any of the Conditions or the conditions set forth in ‎Article VII or give rise to any right to terminate under Article IX‎Article VIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is terminated pursuant to in accordance with Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each the Company Subsidiary to, (i) provide to Parent and Parent’s Representatives reasonable access at reasonable times upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of the WTW Subsidiaries Company and the Aon Subsidiaries, respectively, to, afford to the other Party Company Subsidiary and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in each case, whether in physical or electronic formcompliance with its policies and procedures and any applicable Law at the Effective Time); and (ii) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to Parent such information concerning the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnelcontracts, assets, liabilities, personnel and other aspects of the trustees of any material funded WTW Benefit Plan Company and the Company Subsidiary as Parent or material funded Aon Benefit Plan as such other Party its Representatives may reasonably request. Notwithstanding request (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any applicable Law at the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (Effective Time); provided, however, that the withholding Party Company shall use its reasonable best efforts not be required to obtain provide access to or disclose any such information to the required consent of such third party to extent such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not would result in violation the loss of any such obligation attorney-client privilege of confidentiality), the Company or the Company Subsidiary (B) the disclosure of which would violate any Law or duty (provided, however, provided that the withholding Party Company and the Company Subsidiary shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its their reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss of any such attorney-clientclient privilege). Without limiting the foregoing, attorney work product or other legal privilegeupon request of Parent, the Company shall deliver to Parent information regarding the Collateral, including by arrangement a perfection certificate in customary form setting forth the nature and location of appropriate clean room procedures); providedthe Collateral for purposes of perfecting Parent’s security interest therein. (b) Parent will hold, howeverand will cause its Representatives to hold, that such access and any nonpublic information, including any information shall be disclosed or grantedexchanged pursuant to this Section 7.1, as applicable, to external counsel for Aon or WTW, as applicable, in confidence to the extent reasonably required for by and in accordance with the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses terms of the other Party that may result from the requests for access, data and information hereunder. Confidentiality Agreement. (c) No inspection by either Party Parent or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party Parent or Merger Sub set forth in this Agreement. (bd) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and Parent shall promptly notify the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, other of: (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, ; (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Offer, the Acquisition Merger or any other Transactions, Transaction; (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries Company Subsidiary or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; and (iv) any event, condition, fact or circumstance that has a materially adverse impact on the likelihood that all of the conditions set forth in Article VIII will be satisfied prior to the Outside Date; provided, however, that the delivery of any notice pursuant to this Section 8.1(d7.1(d) 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 of the Conditions conditions set forth in Article VIII or give rise to any right to terminate under Article IX, except for any such failure that constitutes a willful breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW (i) General Partner and Aon Partnership shall, and shall cause each of the WTW Partnership Subsidiaries (and if permitted, each of the Aon SubsidiariesPartnership JVs), respectively, to, to afford to the other Party Parent and to the Representatives of Parent who have a need to know such other Party information reasonable access during normal business hours and upon reasonable advance notice in a manner that does not interfere unreasonably with the disclosing Party’s business to all of their respective properties, vessels, offices, books, contractsContracts, commitmentspersonnel and records, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic formii) and, during such period, each of WTW General Partner and Aon Partnership shall, and shall cause each of the WTW Partnership Subsidiaries (and if permitted, each of the Aon Subsidiaries, respectively, Partnership JVs) to, furnish reasonably promptly to the other Party any Parent and to Representatives of Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees vessels and personnel as Parent or such Representative of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party Parent may reasonably requestrequest and (iii) each of General Partner and Partnership shall instruct their respective Representatives, ship managers and pool managers, as applicable, to cooperate in connection with such access and disclosure obligations. Notwithstanding the foregoing, neither WTW General Partner nor Aon Partnership shall be required by this Section 8.1 6.1 to provide the other Party Parent or the Representatives of such other Party Parent with access to or to disclose information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty), including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (D) if doing so would violate any COVID-19 Measure or policy or guideline related to COVID-19 or if doing so would, including by arrangement in the reasonable determination of appropriate clean room procedures); the disclosing party, endanger the health and safety of the personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof (provided, however, that such access and information (x) the disclosing party shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to provide appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such COVID-19 Measure or otherwise reasonably required to protect health and safety of the personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof and (y) the Parties do not intend this clause (D) to prohibit in-person inspections of vessels). Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of General Partner, the other Party Partnership the Partnership Subsidiaries or the Partnership JV's that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, (i) each of WTW Diamond and Aon Seaways shall, and shall cause each of the WTW Diamond Subsidiaries and the Aon Seaways Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party who have a need to know such information reasonable access during normal business hours and upon reasonable advance notice in a manner that does not interfere unreasonably with the disclosing Party’s business to all of their respective properties, offices, books, contractsContracts, commitmentspersonnel and records, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic formii) and, during such period, each of WTW Diamond and Aon Seaways shall, and shall cause each of the WTW Diamond Subsidiaries and the Aon Seaways Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan vessels and personnel as such other Party may reasonably requestrequest and (iii) each of Diamond and Seaways shall instruct their respective Representatives, ship managers and pool managers, as applicable, to cooperate in connection with such access and disclosure obligations. Notwithstanding the foregoing, neither WTW Diamond nor Aon Seaways shall be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not otherwise in breach of this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty), including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (D) if doing so would violate any COVID-19 Measure or policy or guideline related to COVID-19 or if doing so would, including by arrangement in the reasonable determination of appropriate clean room procedures); the disclosing party, endanger the health and safety of the personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof (provided, however, that (x) the disclosing party shall use reasonable best efforts to provide appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such access and information shall be disclosed COVID-19 Measure or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent otherwise reasonably required for to protect health and safety of the purpose personnel of complying with applicable Antitrust Laws the disclosing party as a result of COVID-19 or any worsening or resurgence thereof and Foreign Investment Laws subject (y) the Parties do not intend this clause (D) to prior execution prohibit in-person inspections of a common interest or joint defense agreement in customary formvessels). Each of WTW Diamond and Aon Seaways will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW Diamond and Aon Seaways will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, with the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW Diamond shall give prompt notice to AonSeaways, and Aon Seaways shall give prompt notice to WTWDiamond of any of the following to occur after the date of this Agreement, (i) of any notice required to be delivered pursuant to, or other written communication received by such Party or any of its Subsidiaries under, the Termination Agreements or the Debt Consents, the Debt Amendment Letters or the Existing Debt Agreement, (ii) any notice or other material communication received by such Party or any of its Subsidiaries from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any other Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party Merger or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, Transaction and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event breach or other fact, circumstance relating to it or any of the WTW Subsidiaries Effect that, or the Aon Subsidiariesoccurrence or non-occurrence of any event the occurrence or non-occurrence of which, respectively, which would reasonably be expected to have, individually cause or result in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation any of the Transactions; providedconditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed. Diamond shall keep Seaways reasonably apprised of the status of the transition of Diamond Vessels contemplated by the Termination Agreements. (d) No access, howeverrights to inspection, that information or notice delivered by either Party or any of their respective Representatives shall affect or be deemed to modify or waive any of the delivery representations or warranties of any notice pursuant the other Party set forth in this Agreement or be deemed to this Section 8.1(d) shall not amend or update the Diamond Disclosure Letter or Seaways Disclosure Letter or 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 pursuant to Section 6.1(c) shall not affect any of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII, except for any such failure that constitutes a Willful Breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice notice, which access may be limited to the extent the Company reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any Company employee (in such case, the Company shall use reasonable best efforts to satisfy its obligations set forth herein via electronic means), to all of their respective properties, offices, books, contracts, commitments, personnelpersonnel and records, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon period the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and Parent all existing information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party Parent or the its Representatives of such other Party with access to or to disclose information (Ai) that is subject to the terms of a confidentiality agreement with a third party Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality)Agreement, (Bii) the disclosure of which would reasonably be expected to violate or conflict with any Law or duty Law, including COVID-19 Measures (providedin such case, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or dutysatisfy its obligations set forth herein via electronic means) and Antitrust Laws, including by arrangement of appropriate clean room procedures) or (Ciii) that is subject to any attorney-client, attorney work product client or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege; provided for (i) through (iii) that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in a violation of Law (including any COVID-19 Measures, including by arrangement of appropriate clean room procedures); providedand in such case, however, that such access and information the Company shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to satisfy its obligations set forth herein via electronic means) or any such contractual restraint or the loss or waiver of such privilege. Parent will reasonably minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting Notwithstanding the generality foregoing in this Section 6.1 or as set forth in Section 6.2, the Company may, as it deems necessary based on the advice of its outside counsel, reasonably designate any competitively sensitive material provided under this Section 8.1(a)6.1 or under Section 6.2 as either “Antitrust Counsel Only Material” or “Antitrust Restricted Material.” Antitrust Counsel Only Material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, during officers or directors of the period recipient unless express permission is obtained in advance from the date Company or its legal counsel. Antitrust Restricted Material and the information contained therein shall be given only to outside antitrust counsel and other outside Representatives of this Agreement the recipient and employees, officers or directors of the recipient approved by the Company based on the advice of its outside counsel, and will not be disclosed by such Persons to other employees, officers or directors of the recipient unless express permission is obtained in advance from the Company or its legal counsel. Anything to the earlier of the Effective Time and the datecontrary contained in this Section 6.1 or in Section 6.2 notwithstanding, if any, on which the Agreement is validly terminated materials provided pursuant to and in accordance with this Section 9.1, each Party agrees to, and to cause its Subsidiaries to, 6.1 or Section 6.2 may be redacted (i) reasonably assist and reasonably cooperate with to remove references concerning the other Parties and their respective Subsidiaries to facilitate valuation of the post-Completion integration of WTW Company and the WTW Subsidiaries with Aon and the Aon SubsidiariesMerger, and (ii) provide reasonable access to key personnel identified as reasonably contemplated by an Aon Sections 6.1(a)(i), (ii) or WTW to facilitate efforts with respect (iii), but subject to the post-Completion retention of such key personnelproviso thereof. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1 or Section 6.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity Authority in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Company or AonParent, (ii) of any legal proceeding Action commenced or, to any Party’s knowledgethe knowledge of the Company or the knowledge of Parent, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Subsidiaries, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to haveexpected, individually or in the aggregate, a WTW Material Adverse Effect to result in the failure to be satisfied of any of the conditions to the other Party’s obligation to effect the Merger or an Aon Material Adverse Effect, as the case may be, or which that 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 8.1(d6.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. ‌ (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, subject to the extent permitted by applicable LawConfidentiality Agreement, each of WTW and Aon Company shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, (x) afford to the other Party Parent, Buyer and to the their respective Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the properties, offices, books, contractsContracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW Company and Aon shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, (y) furnish reasonably promptly to the other Party any Parent,‌ Buyer and all their respective Representatives such information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding To the extent reasonably required in connection with the development of the post-closing integration plan pursuant to Section 6.11 (below), Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Buyer and their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to the personnel of the applicable Party and its Subsidiaries and (y) furnish reasonably promptly to such other Party and its Representatives such information (financial or otherwise) concerning its business and personnel as such other Party may reasonably request. (b) Until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, subject to the Confidentiality Agreement and subject to the requirements of applicable Law (including any Antitrust Law or Investment Screening Law), Company shall update Parent as soon as reasonably practicable in the case of any material developments relating to any audit or Proceeding in relation to Taxes that involves a material amount of Taxes. (c) Without limiting the generality and in furtherance of the foregoing, neither WTW nor Aon shall be required by until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is 8.1, subject to the terms Confidentiality Agreement and subject to the requirements of a confidentiality agreement with a third party applicable Law (including any Antitrust Law or Investment Screening Law), the Company shall give prompt notice to Parent and Buyer (to the extent practicable, at least five Business Days) before (x) materially modifying, amending or terminating any Company Material Contract or waiving, releasing or assigning any material rights, benefits or claims thereunder, or (y) entering into any Contract that would, if entered into prior to the date hereof, be a Company Material Contract, in each case that provides for material obligations on Company or any of the Company Subsidiaries after one year of the date of entry into such Company Material Contract, and provide copies of such material amendments or new contracts to Parent and Buyer (to the extent such delivery is permitted by the terms of the applicable Company Material Contract and applicable Law; provided that, if such delivery is not permitted, Company shall provide a reasonable summary permitted by the terms of the applicable Company Material Contract and applicable Law). (d) Parent and Buyer, as applicable, shall each give prompt notice to Company (x) of any notice or other communication received by them or any of their respective Affiliates from any Governmental Entity in connection with this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (providedTransaction, however, or from any Person alleging that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party Person is or may be required in connection with the Transaction, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to Parent, Buyer, Company or their respective Subsidiaries, or (y) of any Proceeding commenced or, to the knowledge of Parent and/or Buyer, threatened, against Parent, Buyer or any Subsidiary or otherwise relating to, involving or affecting Parent, Buyer or any Parent Subsidiary, in each case in connection with, arising from or otherwise relating to the Transaction. (e) Notwithstanding the foregoing, Company shall not be required by this Section 6.1 to provide Parent and Buyer or its Representatives with access to such access properties, offices, books,‌ Contracts, commitments, personnel and records, or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of furnish any such obligation of confidentiality)information, (Bi) the disclosure of which would violate any applicable Law (including any Antitrust Law or duty Investment Screening Law) (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or dutysuch Law), including by arrangement of appropriate clean room procedures) or (Cii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement ). Parent and Buyer shall not be permitted to conduct any invasive or intrusive sampling or analysis of appropriate clean room proceduresany environmental media or building materials at any facility of Company or its Subsidiaries without the prior written consent of Company (which may be granted or withheld in Company’s sole discretion); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (bf) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 pursuant to Section 6.1(f) shall not affect result in or constitute a failure of any of the Conditions or the conditions set forth in Article VII or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.VIII.‌

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement hereof until the earlier of the Closing Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each case, whether in physical or electronic formso long as any such access does not unreasonably interfere with the Company’s business) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 7.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice hereof (provided, however, that the withholding Party Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which would be reasonably likely to violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject the disclosure of which would be reasonably likely to cause the loss of any attorney-clientattorney -client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any jeopardize such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW Parent and Aon the Company will use reasonable best efforts cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the other Party Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. No inspection by either Party Any access to any properties or facilities of the Company or any of its respective Representatives Company Subsidiary shall affect be subject to the Company’s reasonable security measures and shall not include the right to perform any “invasive” testing or be deemed to modify soil, air or waive groundwater sampling, including, without limitation, any of the representations and warranties of the other Party set forth in this AgreementPhase I or Phase II environmental assessments. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates Subsidiaries to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.17.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement Agreement. (c) Promptly following the date hereof, Parent and the Clean Team AgreementCompany shall establish a transition and integration planning team (the “Integration Committee”), if applicablecomprised of (i) one or both of the Chief Executive Officer and Chief Financial Officer of Parent, (ii) one or two other senior executives of Parent designated by the Chief Executive Officer of Parent, (iii) one or both of the Chief Executive Officer and Chief Financial Officer of the Company and (iv) one or two other senior executives of the Company designated by the Chief Executive Officer of the Company. The chair of the Integration Committee will be the Chief Executive Officer of Parent or such other Person as designated by the Chief Executive Officer of Parent. Subject to applicable Law, the Integration Committee shall discuss and plan for a transition and integration planning process concerning the combination of the operations of Parent, the Company and their respective Subsidiaries after the Closing (the “Integration Plan”), and shall meet from time to time, as reasonably requested by the Chief Executive Officer of Parent. Notwithstanding anything in the Confidentiality Agreement this Section 7.1(c) to the contrarycontrary and without limiting any of the obligations of the Company or any Company Subsidiary contained elsewhere in this Agreement, prior to the term “Representatives” (Closing Effective Time, none of the Company nor any of the Company Subsidiaries shall be obligated to take any action, or to refrain from taking any action, as defined a result of any of the discussions or meetings of the Integration Committee or otherwise in connection with the Confidentiality Agreement) shall thereafter be deemed to include financing sources Integration Plan or otherwise, unless such actions are contingent upon the occurrence of Aonthe Closing. (d) WTW In connection with the evaluation of strategic transactions involving any assets, properties or businesses of Holdco, the Company or any Subsidiary or business of the foregoing that Parent may undertake, Parent shall give prompt be permitted to provide, with prior notice to Aonthe Company, information about such assets, properties or businesses to potential counterparties thereof (and Aon shall give prompt notice to WTW, their Representatives) so long as (i) of any notice or other communication received by such Party from any Governmental Entity in connection potential counterparties are subject to a customary nondisclosure agreement with this Agreement, Parent (to which the Acquisition or other Transactions, or from any Person alleging that the consent of such Person Company is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, an express third party beneficiary) and (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, promptly following the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date termination of this Agreement in accordance with its terms, Parent shall request in writing that each such potential counterparty promptly destroy or otherwise limit or affect return to the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Company all nonpublic information of the Conditions or give rise Company furnished pursuant to any right to terminate under Article IXsuch nondisclosure agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.110.01, and subject to applicable Laws, the extent permitted by applicable Law, each of WTW and Aon Company shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party upon reasonable prior written notice, give Super ROI and to the Representatives of such other Party its authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, officesthe Company’s contracts, books, contractsrecords, analysis, projections, plans, systems, senior management, commitments, personneloffices and other facilities and properties; provided that all such access shall be coordinated through the Company or its Representatives. Any information provided pursuant to this Section 8.01 shall be kept confidential. However, the trustees of any material funded WTW Benefit Plan Company shall not be required to provide access to (or material funded Aon Benefit Plan and records (in each casedisclose) information, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to extent such access or disclosure and would (i) jeopardize the attorney-client or similar privilege of the Company or any of its Subsidiaries; (ii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to make appropriate substitute arrangements any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to permit reasonable disclosure not confidentiality (provided that, in violation the case of any such obligation each of confidentiality(i) through (iv), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss or waiver of any such attorney-client, attorney work product or other legal privilege, including by arrangement of entering into appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreementsimilar agreements). (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt written notice to AonSuper ROI, and Aon Super ROI shall give prompt written notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could would reasonably be expected to be material to WTW the Company, the Surviving Company or Aon, Super ROI; (ii) of any legal proceeding Legal Proceeding commenced or, or (to any Party’s knowledge, ) threatened against, such Party or any of its Subsidiaries or Affiliates Affiliates, in each case in connection with, arising from or otherwise relating to, involving to the Transaction; or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating Effect to it or any of the WTW its Subsidiaries or the Aon Subsidiaries, respectivelyAffiliates, which (A) individually or in the aggregate would (or would reasonably be expected to) prevent, materially delay or materially impede the ability of Super ROI or Parent to haveconsummate the Transactions in accordance with the terms of this Agreement, or (B) individually or in the aggregate, would or would be expected to have, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, . No failure 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 8.1(d) 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 in delivering any such notice shall not affect any of the Conditions or give rise to any right to terminate under conditions set forth in Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentiality), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contractsContracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Company Subsidiaries and the Aon Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduresLaw) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW the Company and Aon Parent will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in The Company agrees that the Confidentiality Agreement is hereby amended to permit the contrary, inclusion of all Financing Sources (including convertible or equity-linked debt) (and representatives of such Financing Sources) in the term “RepresentativesRepresentative” (as such term is defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aontherein. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity Authority in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Ultimate Surviving Corporation or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates Subsidiaries, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, or which that 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 8.1(d6.1(c) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII. (d) Promptly after the date hereof, the Company shall use reasonable best efforts to deliver to Parent (i) a complete and correct copy of the certificate of incorporation and the bylaws or equivalent organizational documents, each as amended to the date of delivery, of each Company Subsidiary that is a not “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X of the SEC) and (ii) a complete and correct copy of each of the Company Plans that are listed in Section 3.10(a) of the Company Disclosure Letter but which were not made available to Parent prior to the date of this Agreement. (e) Each The Company shall deliver or make available to Parent a report prepared by Ernst & Young LLP detailing the possible tax consequences of WTW Section 280G of the Code as applicable (i) with respect to each current or former Worker who participates in the Company’s Executive Severance Plan or 2010 Executive Severance Plan, using reasonable best efforts to deliver such report within 30 days after the date of this Agreement, and Aon may(ii) with respect to each current or former Worker who is reasonably likely to be a “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1), as each deems advisable and necessary, reasonably designate any competitively sensitive material provided within a reasonable period prior to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only MaterialClosing Date.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Pre-Closing Period, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and the Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their the respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) of the Company and the Company Subsidiaries and, during such period, each of WTW the Company and Aon Parent shall, and Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any Parent and Parent’s Representatives all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party or the Parent and Parent’s Representatives of such other Party with access to or to disclose information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not otherwise in breach of this Agreement (provided, however, that the withholding Party Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Parent and Parent’s Representatives shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information . Parent shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will Parent shall hold, and will shall cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will shall otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with with, arising from or otherwise relating to this Agreement, the Acquisition Offer, the Merger or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon any Party from any Person requisitioning requesting the convening of a meeting of the holders shareholders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, such Party and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or or, in the case of the Company, any of the WTW Subsidiaries or the Aon Company Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, have a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d6.1(c) 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 In addition, the Company shall give prompt notice to deliver Parent of any such notice shall not affect inaccuracy of any representation or warranty of the Conditions Company or give rise breach of any covenant or agreement by the Company contained in this Agreement at any time during the term hereof that would reasonably be expected to any right to terminate under Article IX. cause the Minimum Condition or items (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may beb)(i) or its legal counsel(ii) in Annex I not to be satisfied at the Offer Acceptance Time.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Parent Subsidiaries and the Aon Company Subsidiaries, respectively, to, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) and, during such period, each of WTW the Company and Aon Parent shall, and shall cause each of the WTW Company Subsidiaries and the Aon Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW the Company nor Aon Parent shall be required by this Section 8.1 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW the Company and Aon Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Mergers or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Mergers or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW the Company, the Surviving Company or AonParent, (ii) of any legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Mergers or any other TransactionsTransaction, (iii) in the case of AonParent, of any notice or other communication received by Aon Parent from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, Parent Stock and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d6.1(c) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From During the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1Pre-Closing Period, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and the Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their the respective propertiesproperties (subject to the terms of the Real Property Leases), offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan personnel and records (in each case, whether in physical or electronic form) of the Company and the Company Subsidiaries and, during such period, each of WTW the Company and Aon Parent shall, and Company shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any Parent and Parent’s Representatives all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan properties and personnel as such other Party Parent may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party or the Parent and Parent’s Representatives of such other Party with access to or to disclose information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice and not otherwise in breach of this Agreement (provided, however, that that, to the withholding Party extent not prohibited from doing so under the terms of such confidentiality agreement, the Company shall promptly provide Parent and its Representatives with a summary describing the general nature of the information withheld and shall thereafter use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that that, to the withholding Party extent not prohibited by applicable Law from doing so, the Company shall promptly provide Parent and its Representatives with a summary describing the general nature of the information withheld and shall thereafter use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Parent and Parent’s Representatives shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information . Parent shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party Company that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will Parent shall hold, and will shall cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will shall otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Offer, the Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, (ii) of any legal proceeding Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with with, arising from or otherwise relating to this Agreement, the Acquisition Offer, the Merger or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon any Party from any Person requisitioning requesting the convening of a meeting of the holders stockholders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, such Party and (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or or, in the case of the Company, any of the WTW Subsidiaries or the Aon Company Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, have a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, 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 8.1(d6.1(c) 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 In addition, the Company shall give prompt notice to Parent of any inaccuracy of any representation or warranty of the Company or breach of any covenant or agreement by the Company contained in this Agreement at any time during the term hereof that would reasonably be expected to cause the Minimum Condition or items (b)(i) or (ii) in Annex I not to be satisfied at the Offer Acceptance Time; provided, however, that the Company’s failure to deliver any promptly provide such notice shall not affect any not, in and of the Conditions or give rise to any right to terminate under Article IXitself, constitute a Willful Breach. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, subject to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Broadcom and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, employees, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan commitments and other records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Company Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably as promptly as practicable to the other Party any Broadcom and its Representatives all information (financial or otherwise) and records concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan employees, contracts and commitments as such other Party Broadcom may reasonably requestrequest (including information and other materials for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party Broadcom or the its Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party Company shall, and shall cause each Company Subsidiary to, use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such obligation of confidentialitydisclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduresLaw) or (Ciii) that is subject to any the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall, and shall cause each Company Subsidiary to, use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, Broadcom to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Broadcom will hold, and will cause its Representatives and Affiliates Subsidiaries to hold, any nonpublic information, including any information exchanged received pursuant to this Section 8.1, 6.1 in confidence to the extent required by and in accordance with, and will otherwise comply with, with the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, Broadcom (i) of any notice or other communication received by such Party the Company or the Company Subsidiaries from any Governmental Entity in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, and (ii) of any legal proceeding commenced or, to any Partythe Company’s knowledge, threatened against, such Party against the Company or any of its Company Subsidiaries or Affiliates any directors, officers or employees of any of the foregoing in connection with, arising from or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d) 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 of the Conditions or give rise to any right to terminate under Article IX. (ed) Each of WTW and Aon mayPromptly following the date hereof, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials Broadcom and the information contained therein Company shall establish a transition and integration planning team (the “Integration Committee”), comprised of (a) the Chief Executive Officer and/or Chief Financial Officer of Broadcom, (b) one or two other senior executives of Broadcom designated by the Chief Executive Officer of Broadcom, (c) the Chief Executive Officer of the Company and (d) one or two other senior executives of the Company designated by the Chief Executive Officer of the Company. The chair of the Integration Committee will be the Chief Executive Officer of Broadcom or such other person as designated by the Chief Executive Officer of Broadcom. Subject to applicable Law, the Integration Committee shall be given only responsible for facilitating a transition and integration planning process to ensure the outside counsel successful combination of the recipient andoperations of Broadcom, subject to the Clean Team Agreement Company and any additional confidentiality or joint defense agreement their respective Subsidiaries after the Parties may mutually propose Closing, and enter into, will not be disclosed shall meet a reasonable number of times per month as reasonably requested by such outside counsel to employees, officers or directors the Chief Executive Officer of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counselBroadcom.

Access; Confidentiality; Notice of Certain Events. (a) From the date hereof until the earlier of this Agreement until the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.110.1, the Company and United (solely with respect to the extent permitted by applicable Law, each of WTW and Aon Company Business) shall, and shall cause each of the WTW its applicable Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party Parent and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective its and its applicable Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each caserecords, whether in physical or electronic form) and, and during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably request, in each case in connection with the performance of Parent’s obligations under this Agreement or the consummation of the Transactions, including the Mergers. Notwithstanding the foregoingforegoing and without limiting the terms of (including with respect to the sharing of competitively sensitive information pursuant to) the applicable Confidentiality Agreements, neither WTW the Company nor Aon United shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice hereof (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure and or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject the disclosure of which would be reasonably likely to result in the loss of any attorney-attorney client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-attorney client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information (i) exchanged pursuant to this Section 8.18.1 and (ii) except as required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market on which the securities of such Party or any Affiliate thereof are listed, regarding this Agreement (including all exhibits, certificates, schedules or similar hereto, any of the Transactions, the Investor Agreements, or any formation or governance documents of Parent or HoldCo or any of their respective Subsidiaries), in each case in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of AonAgreements. (dc) WTW Each of the Company and Parent shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, the other of (i) of any notice or other communication received by such Party it from any Governmental Entity in connection with this Agreement, Agreement or the Acquisition or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, and (ii) of any legal proceeding Proceeding commenced or, to any Party’s knowledgethe Knowledge of the Company or Parent, as applicable, threatened against, such Party against it or any of its Subsidiaries or Affiliates any of their respective directors, managers or officers or otherwise relating to, involving or affecting it, any such Party Subsidiary or any of its Subsidiaries such directors, managers or Affiliates officers, in each case in connection with this Agreementwith, the Acquisition arising from or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance otherwise relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d8.1(c) shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure agreement of such matter prior to the date Parties or affect the satisfaction or non-satisfaction of any conditions of the obligations of the Parties under this Agreement to effect the Mergers or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the Conditions Company, Parent, HoldCo or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon maythe Merger Subs, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Materialapplicable.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, and subject to applicable Laws, the extent permitted by applicable Law, each of WTW and Aon Company shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party upon reasonable prior written notice, give Parent and to the Representatives of such other Party its authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, officesthe Company’s contracts, books, contractsrecords, analysis, projections, plans, systems, senior management, commitments, personneloffices and other facilities and properties; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreements shall apply to any information provided pursuant to this Section 7.01. However, the trustees of any material funded WTW Benefit Plan Company shall not be required to provide access to (or material funded Aon Benefit Plan and records (in each casedisclose) information, whether in physical or electronic form) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan as such other Party may reasonably request. Notwithstanding the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to extent such access or disclosure and would (i) jeopardize the attorney-client or similar privilege of the Company or any of its Subsidiaries; (ii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to make appropriate substitute arrangements any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to permit reasonable disclosure not confidentiality (provided that, in violation the case of any such obligation each of confidentiality(i) through (iv), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party Company shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss or waiver of any such attorney-client, attorney work product or other legal privilege, including by arrangement of entering into appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreementsimilar agreements). (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier of the Effective Time and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW The Company shall give prompt written notice to AonParent, and Aon Parent shall give prompt written notice to WTWthe Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or the other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Acquisition or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could would reasonably be expected to be material to WTW the Company, the Surviving Company or Aon, Parent; (ii) of any legal proceeding Legal Proceeding commenced or, or (to any Party’s knowledge, ) threatened against, such Party or any of its Subsidiaries or Affiliates Affiliates, in each case in connection with, arising from or otherwise relating to, involving to the Transactions; or affecting such Party or any of its Subsidiaries or Affiliates in connection with this Agreement, the Acquisition or other Transactions, (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating Effect to it or any of the WTW its Subsidiaries or the Aon Subsidiaries, respectivelyAffiliates, which (A) individually or in the aggregate would (or would reasonably be expected to) prevent, materially delay or materially impede the ability of Parent or Merger Sub to haveconsummate the Transactions in accordance with the terms of this Agreement, or (B) individually or in the aggregate, would or would be expected to have, a WTW Material Adverse Effect or an Aon Material Adverse Effect, as the case may be, . No failure 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 8.1(d) 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 in delivering any such notice shall not affect any of the Conditions or give rise to any right to terminate under conditions set forth in Article IXVIII. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which termination of this Agreement is terminated pursuant to in accordance with Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each the Company Subsidiaries to, (i) provide to Parent and Parent's Representatives reasonable access at reasonable times upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of the WTW Subsidiaries Company and the Aon Subsidiaries, respectively, to, afford to the other Party Company Subsidiaries and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in each case, whether in physical or electronic formcompliance with its policies and procedures and any applicable Law at the Effective Time); and (ii) and, during such period, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to Parent such information concerning the other Party any and all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personnelcontracts, assets, liabilities, personnel and other aspects of the trustees of any material funded WTW Benefit Plan Company and the Company Subsidiaries as Parent or material funded Aon Benefit Plan as such other Party its Representatives may reasonably request. Notwithstanding request (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any applicable Law at the foregoing, neither WTW nor Aon shall be required by this Section 8.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (Effective Time); provided, however, that the withholding Party Company shall use its reasonable best efforts not be required to obtain provide access to or disclose any such information to the required consent of such third party to extent such access or disclosure and to make appropriate substitute arrangements to permit reasonable disclosure not would result in violation the loss of attorney-client privilege of the Company or any such obligation of confidentiality), the Company Subsidiaries (B) the disclosure of which would violate any Law or duty (provided, however, provided that the withholding Party Company and the Company Subsidiaries shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room procedures) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its their reasonable best efforts to allow for such access or disclosure to the maximum extent in a manner that does not result in a loss of any such attorney-clientclient privilege). (b) Parent will hold, attorney work product or other legal privilegeand will cause its Representatives to hold, any nonpublic information, including by arrangement of appropriate clean room procedures); providedany information exchanged pursuant to this Section 6.1, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, in confidence to the extent reasonably required for by and in accordance with the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses terms of the other Party that may result from the requests for access, data and information hereunder. Confidentiality Agreement. (c) No inspection by either Party Parent or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party Parent or Merger Sub set forth in this Agreement. (bd) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and Parent shall promptly notify the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, other of: (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (d) WTW shall give prompt notice to Aon, and Aon shall give prompt notice to WTW, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Merger or other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to WTW or Aon, ; (ii) of any legal proceeding commenced or, to any Party’s 's knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates affiliates, in each case in connection with this Agreementwith, arising from or otherwise relating to the Acquisition Merger or any other Transactions, Transaction; (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Company Subsidiaries or the Aon Parent Subsidiaries, respectively, which would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon a Parent Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; and (iv) any event, condition, fact or circumstance that has a materially adverse impact on the likelihood that all of the conditions set forth in Article VII will be satisfied prior to the Outside Date; provided, however, that the delivery of any notice pursuant to this Section 8.1(d6.1(d) 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 of the Conditions conditions set forth in Article VII or give rise to any right to terminate under Article IXVIII, except for any such failure that constitutes a willful breach of this Agreement. (e) Each of WTW and Aon may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement hereof until the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.18.1, to the extent permitted by applicable Law, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, afford to the other Party Parent and to the Parent’s Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective the Company’s and the Company Subsidiaries’ offices, properties, offices, books, contracts, commitmentsContracts, personnel, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan books and records (in each caseso long as any such access does not unreasonably interfere with the Company’s business), whether in physical or electronic form) and, and during such period, each of WTW and Aon the Company shall, and shall cause each of the WTW Subsidiaries and the Aon Subsidiaries, respectively, Company Subsidiary to, furnish reasonably as promptly as practicable to the other Party any and Parent all information (financial or otherwise) concerning its and its Subsidiaries’ business, properties, personneloffices, the trustees of any material funded WTW Benefit Plan or material funded Aon Benefit Plan Contracts and personnel as such other Party Parent may reasonably requestrequest (including information for purposes of transition and integration planning). Notwithstanding the foregoing, neither WTW nor Aon the Company shall not be required by this Section 8.1 6.1 to provide the other Party Parent or the Parent’s Representatives of such other Party with access to or to disclose information (Ai) that is subject prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement hereof or entered into after the date of this Agreement hereof in the ordinary course of business consistent with past practice (provided, however, that that, at Parent’s written request, the withholding Party Company shall use its commercially reasonable best efforts (x) to obtain the required consent of such third party to such access or disclosure and or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such obligation of confidentialityconsent requirement), (Bii) the disclosure of which which, in the reasonable good-faith judgment of the Company, would violate any applicable Law or duty (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty, including by arrangement of appropriate clean room proceduressuch Law) or (Ciii) that is subject to the disclosure of which, in the reasonable good-faith judgment of the Company, would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party Company shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does such access or disclosure would not result in a loss of any such jeopardize attorney-client, attorney work product or other legal privilege, including by arrangement of appropriate clean room procedures); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Aon or WTW, as applicable, to the extent reasonably required for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of WTW and Aon will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. No inspection by either Party or any of its respective Representatives shall affect or be deemed to modify or waive any of the representations and warranties of the other Party set forth in this Agreement. (b) Without limiting the generality of Section 8.1(a), during the period from the date of this Agreement to the earlier Each of the Effective Time Company and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9.1, each Party agrees to, and to cause its Subsidiaries to, (i) reasonably assist and reasonably cooperate with the other Parties and their respective Subsidiaries to facilitate the post-Completion integration of WTW and the WTW Subsidiaries with Aon and the Aon Subsidiaries, and (ii) provide reasonable access to key personnel identified by an Aon or WTW to facilitate efforts with respect to the post-Completion retention of such key personnel. (c) Each of WTW and Aon Parent will hold, and will cause its Representatives and Affiliates affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 8.16.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (and the Clean Team Agreement, if applicable). Notwithstanding anything in the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall thereafter be deemed to include financing sources of Aon. (dc) WTW The Company shall give prompt notice to AonParent, and Aon Parent shall give prompt written notice to WTW, the Company (solely with respect to the matters set forth in clauses (i) and (ii) and subject to Section 6.2(b)) (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Acquisition Voting Agreement, the Transactions, including the Mergers, or other Transactionsthe transactions contemplated by the Voting Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition Mergers or the other Transactions, if the subject matter of such communication transactions contemplated by this Agreement or the failure of such Party to obtain such consent could be material to WTW or AonVoting Agreement, (ii) of any legal proceeding commenced or, to any such Party’s knowledgeKnowledge, threatened against, against such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers or otherwise relating to, involving or affecting such Party or any of its Subsidiaries Subsidiaries, affiliates, directors or Affiliates officers, in each case in connection with with, arising from or otherwise relating to the Mergers or any other transaction contemplated by this Agreement or the Voting Agreement, the Acquisition or other Transactions, and (iii) in the case of Aon, of any notice or other communication received by Aon from any Person requisitioning the convening of a meeting of the holders of Aon Shares in connection with this Agreement, the Acquisition or other Transactions, (iv) in the case of WTW, of any notice or other communication received by WTW from any Person requisitioning the convening of a meeting of the holders of WTW Shares, in connection with this Agreement, the Acquisition or other Transactions and (v) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the WTW Subsidiaries or the Aon Subsidiaries, respectively, which Company Subsidiary that would reasonably be expected to have, individually or in the aggregate, a WTW Company Material Adverse Effect or an Aon Material Adverse Effect, 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 8.1(d6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement hereof or otherwise limit or affect the remedies available hereunder to any Parent, Merger Sub I and Merger Sub II; provided, further, that either Party. The failure ’s obligations, actions or inactions pursuant to deliver any such notice this Section 6.1(c), in each case in and of themselves, shall not affect any be deemed excluded for purposes of determining whether the Conditions condition set forth in Section 7.2(b) or give rise to any right to terminate under Article IX. (e) Each of WTW and Aon maySection 7.3(b), as each deems advisable and necessaryapplicable, reasonably designate any competitively sensitive material provided to the other under this Section 8.1 or Section 8.2 as “Outside Counsel Only Materialhas been satisfied.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to the Clean Team Agreement and any additional confidentiality or joint defense agreement the Parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (WTW or Aon, as the case may be) or its legal counsel.