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.

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. 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.

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.

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.

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 Company Subsidiaries and the Aon Parent 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 (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 efforts, including entering into a common defense or common interest, or other similar agreement, 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. If any material is withheld by a Party pursuant to the preceding sentence, such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being withheld to the extent permitted under applicable Law. Each of WTW the Company and Aon Parent will use 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.

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 Hurricane and Aon Cyclone shall, and shall cause each of the WTW Hurricane Subsidiaries and the Aon Cyclone 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 Hurricane and Aon Cyclone shall, and shall cause each of the WTW Hurricane Subsidiaries and the Aon Cyclone 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 Hurricane nor Aon Cyclone 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, 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 Hurricane and Aon Cyclone 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.

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.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger 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 LawLaw and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of WTW the Company and Aon PECO shall, and shall cause each of the WTW Subsidiaries of PECO 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 PECO shall, and shall cause each of the WTW Company Subsidiaries and the Aon PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other 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, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither WTW the Company nor Aon PECO 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 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 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), (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 the Company and Aon PECO 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.

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.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger 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 LawLaw and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, 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, and with respect to the Company only, shall use commercially reasonable efforts to cause the Company Advisor and the Company Sub-Advisor 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 (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other 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 information, (Ax) 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), (By) 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 (Cz) 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 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 Prior to the Company Merger Effective Time, each of Parent, Merger Sub and Partnership Merger Sub shall not, and shall cause their respective Representatives and affiliates not to, contact or otherwise communicate with the employees of the Company Advisor or the Company Sub-Advisor (other than those employees set forth on Section 6.1(a) of the Company Disclosure Letter) or other parties with which the Company or any of its respective Representatives shall affect Company Subsidiary has a business relationship (including any tenants or be deemed to modify or waive any lenders) regarding the business of the representations Company and warranties the Company Subsidiaries or this Agreement and the Transactions without the prior written consent of the Company. Prior to the Company Merger Effective Time, the Company shall not, and shall cause its Representatives and affiliates not to, contact or otherwise communicate with the employees of Parent or any Parent Subsidiary (other Party than those employees set forth in on Section 6.1(a) of the Parent Disclosure Letter) or other parties with which Parent or any Parent Subsidiary has a business relationship (including any tenants or lenders) regarding the business of Parent and the Parent Subsidiaries, this AgreementAgreement and the Transactions without the prior written consent of Parent.

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.

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.

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.

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).

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.

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.

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 Company Subsidiaries and the Aon Parent 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 and Company 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.

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.

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.

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.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the First Merger Effective Time or the earlier date, if any, on which this Agreement is terminated pursuant in accordance with Article VIII, subject to Section 9.1, applicable Laws relating to the extent permitted by applicable Lawexchange of information, 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 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 their respective Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all other 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 (Ax) 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 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 confidentialitydisclosure), (By) the disclosure of which would violate or contravene 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 (Cz) that is subject to any attorney-client, attorney work product or other legal privilege of such Party or its Subsidiaries (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 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.

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 Company Subsidiaries and the Aon Parent 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 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.

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)).

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.

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.

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, 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.or

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 To the extent permitted by applicable LawLaw and Contracts and reasonably related to the consummation of the Transactions or the prorations contemplated hereunder to occur following the Closing, and subject to reasonable restrictions imposed from time to time upon advice of counsel, each of WTW and Aon shall, and shall cause each of the WTW Subsidiaries Buyer Parties and the Aon Subsidiaries, respectively, to, Seller Parties shall 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 propertiesproperties (including the Target 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 Buyer Parties and the Aon Subsidiaries, respectively, to, Seller Parties shall furnish reasonably promptly to the other Party any (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, and (ii) all other 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; provided that subject to Section 5.10(a), no party shall be required to provide access to any of its properties if such access would result in damage to such property or if such access is for the purpose of performing any onsite procedure or investigation (including sampling, boring, drilling, on-site Phase II environmental investigation or other physically intrusive or invasive testing but not including any Phase I environmental investigation or other environmental investigation that does not include any sampling or testing). Notwithstanding the foregoing, neither WTW the Buyer Parties nor Aon the Seller Parties shall be required by this Section 8.1 5.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (Ax) 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, (By) the disclosure of which would violate any Law or fiduciary 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 (Cz) 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 the Buyer Parties and Aon the Seller Parties 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 The Seller Parties shall be given a reasonable opportunity to have their representatives present at all times during any inspections, investigations 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 Agreementonsite procedures.

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.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Merger 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 LawLaw and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of WTW the Company and Aon PECO shall, and shall cause each of the WTW Subsidiaries of PECO 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 PECO shall, and shall cause each of the WTW Company Subsidiaries and the Aon PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other 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, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither WTW the Company nor Aon PECO 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 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 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), (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 the Company and Aon PECO 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.

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.

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.

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 hereunderhereunder 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 or materials that Parent or its Representatives intend to conduct or review, as applicable. 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.62

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 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, including information about the Company’s financing, hedging activities, portfolio risk and portfolio activities, and, at the request of Parent, the Company shall provide regular updates to Parent regarding its portfolio risk and portfolio activities, including through weekly conference calls. 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-clientattorney­client, 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.

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.

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.

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.

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.

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.

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.

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 Tecogen and Aon ADGE shall, and shall cause each of the WTW Tecogen Subsidiaries and the Aon ADGE Subsidiaries, respectively, to, to afford to the other Party 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, 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 Tecogen and Aon ADGE shall, and shall cause each of the WTW Tecogen Subsidiaries and the Aon ADGE 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 party or its Representatives may reasonably request. Notwithstanding the foregoing, neither WTW Tecogen nor Aon ADGE shall be required by this Section 8.1 5.1 to provide the other Party party or the Representatives of such the other Party 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 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 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 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 Tecogen and Aon ADGE will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party 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.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section Clause 9.1, to the extent permitted by applicable Law, each of WTW Sun and Aon Willow shall, and shall cause each of the WTW Sun Subsidiaries and the Aon Willow 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 Sun and Aon Willow shall, and shall cause each of the WTW Sun Subsidiaries and the Aon Willow 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 Sun nor Aon Willow shall be required by this Section 8.1 Clause 7.1 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 disclosure of which would breach 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 in the case of clauses (i)-(iii), 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 such a breach or violation or 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, Sun 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 Sun and Aon Xxxxxx will use their 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 Notwithstanding anything in this Agreement to the contrary, neither Xxxxxx nor Sun (nor any of its their respective Representatives Representatives) shall affect conduct any invasive sampling of the air, surface water, groundwater, land surface, subsurface strata or be deemed to modify or waive building materials at any of the representations and warranties of other Party’s or its Subsidiaries’ properties prior to the other Party set forth in this AgreementMerger Effective Time.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Merger 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 LawLaw any Contract in effect as of the date hereof, each of WTW the Ferrari Parties and Aon Sierra shall, and shall cause each of the WTW Subsidiaries and the Aon their respective Subsidiaries, respectively, to, to afford to the other Party Parties and to the Representatives of such the other Party Parties 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 (electronically, in each case, whether in physical person or electronic formotherwise) and, during such period, each of WTW the Ferrari Parties and Aon Sierra 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 Parties (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available) and (ii) all other 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 no Ferrari Party or Sierra shall be required by this Section 8.1 6.1 to provide the other any Party or the Representatives of such other any Party with access to or to disclose information information, (Ax) 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), (By) 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 (Cz) 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 the Ferrari Parties and Aon Sierra 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.

Access; Confidentiality; Notice of Certain Events. (a) From Between the date of this Agreement until and the Effective Time Closing or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, to the extent permitted by applicable LawLaw and contracts, each of WTW and Aon the Parties shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, afford to the other Party and to the its respective 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 commitments and records (in each case, whether in physical or electronic form) and, during such period, each of WTW and Aon the Parties shall, and shall cause each of the WTW its Subsidiaries and the Aon Subsidiaries, respectively, to, furnish reasonably promptly to the other Party any and all information (financial or otherwise) concerning its business and its Subsidiaries’ business, properties, personnel, properties 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 the Parties shall not be required by this Section 8.1 5.1 to provide the other Party or the its respective Representatives of such other Party with access to or to disclose (i) material prepared in connection with or relating to the Transactions or any other strategic alternatives contemplated by the Parties, (ii) information (A) that is subject to the terms of a confidentiality agreement with obligations to 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 each of the withholding Party Giants Parties and the Jaguar Parties, as applicable, shall use its their 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 confidentialitydisclosure), (Biii) information the disclosure of which would violate any Law or duty Law, (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 proceduresiv) or (C) information that is subject to any attorney-client, attorney work product or other legal privilege or (provided, however, v) information that Parties reasonably believe is competitively sensitive with respect to the withholding Party other Party. The Parties shall use its their 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, 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 business of the other Party or any of its Subsidiaries that may result from the any requests for access, data and or information hereunder. No inspection by either Any access to the properties of the Parties or any of its Subsidiaries shall be subject to the other Party’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without such Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Prior to the Closing, each of the Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with the employees of the other Party or any of its respective Representatives shall affect Subsidiaries (other than those senior executive officers set forth on Section 5.1 of the Giants Disclosure Letter or be deemed to modify the Jaguar Disclosure Letter) or waive tenants, lenders or other parties with which such Party or any of its Subsidiaries has a business relationship regarding the representations business of the such Party and warranties its Subsidiaries or this Agreement and the Transactions without the prior consent of the other Party set forth in this AgreementParty.

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.

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 Law10.1, each of WTW GKN and Aon Dana shall, and shall cause each of the WTW their respective Subsidiaries and the Aon Subsidiaries, respectively, to, afford consider in good faith any requests to give the other Party, their officers and a reasonable number of their employees and their authorized Representatives, such access, during normal business hours, to their contracts, books, records, analysis, projections, plans, systems, senior management, commitments, offices and other facilities and properties, as may be reasonably requested by the other Party for the purpose of providing for the orderly integration of the Driveline Business and the business of Dana following the consummation of the Transactions; provided that GKN and its Subsidiaries shall not be required to consider any such request to provide any such access to Dana to the extent not related to the Driveline Business. All such access shall be coordinated through the disclosing Party or its Representatives of in accordance with 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 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 8.1. Notwithstanding anything to the other Party any and all information (financial contrary set forth in this Section 8.1(a), none of GKN 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 Dana 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 information, to the extent such access or disclosure would (A) that is subject jeopardize the attorney-client or similar privilege of the disclosing Party or any of its Subsidiaries, (B) contain information about the disclosing Party’s strategic inquiries, plans or processes, including the process leading to the terms negotiation and entry into this Agreement, (C) contravene any applicable Law (including with respect to any competitively sensitive information, if any) or contractual restriction, or (D) violate any of a its obligations with respect to confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement (provided that, in the ordinary course case of business consistent with past practice clause (providedA), however, that the withholding Party shall party may use its reasonable best efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements and, in the cause of clause (D), the withholding party may use reasonable best efforts to obtain the required consent of such any 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 (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 provide access or disclosure to the maximum extent that does not result in a loss other Party or any of any such attorney-clienttheir respective officers, attorney work product employees 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 Representatives for the purpose of complying with applicable Antitrust Laws and Foreign Investment Laws subject conducting any sampling of the environment or of building materials or (iii) provide access 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 except to 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 extent such access does not unreasonably disrupt the normal operations of the representations Party providing access. GKN or Dana may, as each deems advisable and warranties of necessary, reasonably designate any competitively sensitive material provided to the other Party set forth in under this AgreementSection 8.1(a) as “Antitrust Counsel Only Material”.

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.

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 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, officesContracts, bookspersonnel (which, contractsfor the avoidance of doubt, commitmentswith respect to the Company shall not include the Company Manager’s portfolio management personnel), 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 all Parent 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 but not limited to (x) information regarding financing reporting, cash management, accounts payable and receivable and portfolio level information, and (y) the duration, as calculated using the Blackrock Solutions model, of the portfolio of the Company and the Company Subsidiaries and the notional balance of Company MBS, “To Be Announced” agency mortgage-backed securities, credit risk transfer securities, legacy residential mortgage-backed securities and swaptions (collectively, the “Portfolio Information”), and, at the reasonable request of Parent, the Company shall provide regular updates to Parent regarding its portfolio risk and portfolio activities, including through weekly delivery of the Portfolio Information. 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.

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.

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, 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.

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 Company Subsidiaries and the Aon Parent 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 (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 efforts, including entering into a common defense or common interest, or other similar agreement, 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. If any material is withheld by a Party pursuant to the preceding sentence, such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being withheld to the extent permitted under applicable Law. Each of WTW the Company and Aon Parent will use 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.

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.