Common use of Access to Information; Confidentiality; Transition Planning Clause in Contracts

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective Representatives, access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement in a manner that does not unreasonably disrupt or interfere with the business and operations of the Company to all their respective properties, assets, books, contracts, commitments, personnel and records, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, make available to Parent on a prompt basis (i) access to each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of any Regulatory Law (as defined below) and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request, provided that the Company shall not be required to provide access to or disclose information where such access or disclosure would (x) jeopardize attorney-client privilege, (y) cause competitive harm to the Company or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of the Company, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such Representatives of the Company as the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Time. (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries during the period from and after the Effective Time.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of informationnotice, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective Representativesofficers, employees, investment bankers, attorneys, accountants and other advisors and representatives, access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement in a manner that does not unreasonably disrupt or interfere with the business and operations of the Company to all their respective properties, assets, books, contracts, commitments, personnel and records, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, make available to Parent on a prompt basis (i) access to each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of any Regulatory Law (as defined below) and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request, provided that the Company shall not be required to provide access to or disclose information where such access or disclosure would (x) jeopardize attorney-client privilege, (y) cause competitive harm to the Company or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to agreement; and provided further that, where the Representatives limitation of the Company as disclosure to Parent’s outside accountants, counsel, financial advisors and other representatives would not contravene any such law, rule, regulation, order, decree or agreement, the Company shall designate, who shall be solely responsible for coordinating all make such requests and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of the Company, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such Representatives of the Company as the Company may designatelimited disclosure. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of informationlaw, with respect to planning exercises relating to integration following the Effective Time. (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries during the period from and after the Effective Time.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective RepresentativesParent's officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement Agreement, in a manner that which does not unreasonably disrupt or interfere with the business and operations of the Company Company, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and records, representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, make available to Parent on a prompt basis (ia) access to each material report, schedule, form, statement and other document filed or received by it during such period to or from any PUC or pursuant to the requirements of any Regulatory Law (as defined below) applicable securities laws and (iib) all other information concerning its business, properties and personnel as Parent may reasonably request, ; provided that such right of access shall not include sampling, testing or Phase II environmental site assessment activities. For the purposes of this Section 5.02, all communications, including requests for information or access, pursuant to this Section 5.02, shall only be made by and between a representative of each of Parent, on the one hand, and of the Company, on the other hand, which representative (a) shall initially be Jim McGivern for Parent and Ellen Wolf for the Company and (b) may bx xxxxxxxx xith a substitute xxxxxxxxxative by either party from time to time upon reasonable written notice to the other party. The Company will promptly advise Parent of any material developments in its business. Notwithstanding the foregoing, (i) the Company and its subsidiaries shall not be required to provide access any information to the extent that the Company or disclose any of its subsidiaries is legally obligated to keep such information where confidential or otherwise not to provide such information or to the extent that such access or disclosure would (x) jeopardize constitute a waiver of the attorney-client privilege, privilege and (yii) cause competitive harm to the Company or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designateprovide access to those properties, who shall be solely responsible for coordinating all assets, books, contracts, commitments, directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records described above of its subsidiaries that are not wholly-owned subsidiaries only to the extent that the Company has or is reasonably able to obtain such requests access. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of information received from the Company, whether directly or indirectly, in person or by telephoneconfidence in accordance with the Confidentiality Agreement dated June 26, mail or other means of communication2001, without the specific prior written authorization of such Representatives of among Guarantor, Thames and the Company (as it may be amended from time to time, the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the "Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Time"). (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries subsidiaries during the period from and after the Effective Time. The Company and Parent agree that such cooperation shall include the development as soon as reasonably practicable following the date hereof of a mutually acceptable integration plan on a business-by-business and region-by-region basis with reasonable provisions for visitation by employees.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective RepresentativesParent’s officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement Agreement, in a manner that which does not unreasonably disrupt or interfere with the business and operations of the Company Company, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and records, representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, make available to Parent on a prompt basis (ia) access to each material report, schedule, form, statement and other document filed or received by it during such period to or from any PUC or pursuant to the requirements of any Regulatory Law (as defined below) applicable securities laws and (iib) all other information concerning its business, properties and personnel as Parent may reasonably request, ; provided that such right of access shall not include sampling, testing or Phase II environmental site assessment activities. For the purposes of this Section 5.02, all communications, including requests for information or access, pursuant to this Section 5.02, shall only be made by and between a representative of each of Parent, on the one hand, and of the Company, on the other hand, which representative (a) shall initially be Xxx XxXxxxxx for Parent and Xxxxx Xxxx for the Company and (b) may be replaced with a substitute representative by either party from time to time upon reasonable written notice to the other party. The Company will promptly advise Parent of any material developments in its business. Notwithstanding the foregoing, (i) the Company and its subsidiaries shall not be required to provide access any information to the extent that the Company or disclose any of its subsidiaries is legally obligated to keep such information where confidential or otherwise not to provide such information or to the extent that such access or disclosure would (x) jeopardize constitute a waiver of the attorney-client privilege, privilege and (yii) cause competitive harm to the Company or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designateprovide access to those properties, who shall be solely responsible for coordinating all assets, books, contracts, commitments, directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records described above of its subsidiaries that are not wholly-owned subsidiaries only to the extent that the Company has or is reasonably able to obtain such requests access. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of information received from the Company, whether directly or indirectly, in person or by telephoneconfidence in accordance with the Confidentiality Agreement dated June 26, mail or other means of communication2001, without the specific prior written authorization of such Representatives of among Guarantor. Thames and the Company (as it may be amended from time to time, the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the “Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Time”). (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries subsidiaries during the period from and after the Effective Time. The Company and Parent agree that such cooperation shall include the development as soon as reasonably practicable following the date hereof of a mutually acceptable integration plan on a business-by-business and region-by-region basis with reasonable provisions for visitation by employees.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, its Subsidiaries subsidiaries and Affiliates affiliates and to their respective Representativesofficers, employees, investment bankers, attorneys, accountants and other advisors and representatives, access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement in a manner that which does not unreasonably disrupt or interfere with the business and operations of the Company to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records, and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, make available to Parent on a prompt basis (i) access to each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of any Regulatory Law (as defined below) law and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request, provided that request (including the Company shall not be required to provide access to or disclose information where such access or disclosure would (x) jeopardize attorney-client privilege, (y) cause competitive harm to the Company or its Affiliates work papers of Xxxxxx Xxxxxxxx LLP if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of the Company, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such Representatives of the Company as the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Timereasonably available). (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries subsidiaries during the period from and after the Effective Time. (c) Notwithstanding Sections 5.02(a) and (b), the Company shall not be required to provide such portions of documents or information (i) relating to pricing or other matters that are highly sensitive if providing such portions of documents or information, as determined by the Company's counsel, might reasonably result in antitrust difficulties for the Company; or (ii) which the Company is prohibited from disclosing by a confidentiality agreement with a third party if the Company has used commercially reasonable efforts to obtain the consent of such third party to such disclosure. If any material is withheld by the Company pursuant to this Section 5.02(c), the Company shall inform Parent as to the general nature of what is being withheld.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective RepresentativesParent’s officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement Agreement, in a manner that which does not unreasonably disrupt or interfere with the business and operations of the Company Company, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and records, representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, make available to Parent on a prompt basis (ia) access to each material report, schedule, form, statement and other document filed or received by it during such period to or from any PUC or pursuant to the requirements of any Regulatory Law (as defined below) applicable securities laws and (iib) all other information concerning its business, properties and personnel as Parent may reasonably request, ; provided that such right of access shall not include sampling, testing or Phase II environmental site assessment activities. For the purposes of this Section 5.02, all communications, including requests for information or access, pursuant to this Section 5.02, shall only be made by and between a representative of each of Parent, on the one hand, and of the Company, on the other hand, which representative (a) shall initially be Xxx XxXxxxxx for Parent and Xxxxx Xxxx for the Company and (b) may be replaced with a substitute representative by either party from time to time upon reasonable written notice to the other party. The Company will promptly advise Parent of any material developments in its business. Notwithstanding the foregoing, (i) the Company and its subsidiaries shall not be required to provide access any information to the extent that the Company or disclose any of its subsidiaries is legally obligated to keep such information where confidential or otherwise not to provide such information or to the extent that such access or disclosure would (x) jeopardize constitute a waiver of the attorney-client privilege, privilege and (yii) cause competitive harm to the Company or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designateprovide access to those properties, who shall be solely responsible for coordinating all assets, books, contracts, commitments, directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records described above of its subsidiaries that are not wholly-owned subsidiaries only to the extent that the Company has or is reasonably able to obtain such requests access. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of information received from the Company, whether directly or indirectly, in person or by telephoneconfidence in accordance with the Confidentiality Agreement dated June 26, mail or other means of communication2001, without the specific prior written authorization of such Representatives of among Guarantor, Thames and the Company (as it may be amended from time to time, the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the “Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Time”). (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries subsidiaries during the period from and after the Effective Time. The Company and Parent agree that such cooperation shall include the development as soon as reasonably practicable following the date hereof of a mutually acceptable integration plan on a business-by- business and region-by-region basis with reasonable provisions for visitation by employees.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the The Company shall, and shall cause each of its Subsidiaries subsidiaries - to, afford to Parent, its Subsidiaries subsidiaries and Affiliates affiliates and to their respective Representativesofficers, employees, investment bankers, attorneys, accountants and other advisors and representatives, access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement in a manner that which does not unreasonably disrupt or interfere with the business and operations of the Company to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records, and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, make available to Parent on a prompt basis (i) access to each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of any Regulatory Law (as defined below) law and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request, provided that request (including the Company shall not be required to provide access to or disclose information where such access or disclosure would (x) jeopardize attorney-client privilege, (y) cause competitive harm to the Company or its Affiliates work papers of Xxxxxx Xxxxxxxx LLP if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of the Company, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such Representatives of the Company as the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Timereasonably available). (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries subsidiaries during the period from and after the Effective Time. (c) Notwithstanding Sections 5.02(a) and (b), the Company shall not be required to provide such portions of documents or information (i) relating to pricing or other matters that are highly sensitive if providing such portions of documents or information, as determined by the Company's counsel, might reasonably result in antitrust difficulties for the Company; or (ii) which the Company is prohibited from disclosing by a confidentiality agreement with a third party if the Company has used commercially reasonable efforts to obtain the consent of such third party to such disclosure. If any material is withheld by the Company pursuant to this Section 5.02(c), the Company shall inform Parent as to the general nature of what is being withheld.

Access to Information; Confidentiality; Transition Planning. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, its Subsidiaries and Affiliates and to their respective RepresentativesParent's officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable access at reasonable times and during normal business hours during the period prior to the Effective Time or the termination of this Agreement Agreement, in a manner that which does not unreasonably disrupt or interfere with the business and operations of the Company Company, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and records, representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, make available to Parent on a prompt basis (ia) access to each material report, schedule, form, statement and other document filed or received by it during such period to or from any PUC or pursuant to the requirements of any Regulatory Law (as defined below) applicable securities laws and (iib) all other information concerning its business, properties and personnel as Parent may reasonably request, ; provided that such right of access shall not include sampling, testing or Phase II environmental site assessment activities. For the purposes of this Section 5.02, all communications, including requests for information or access, pursuant to this Section 5.02, shall only be made by and between a representative of each of Parent, on the one hand, and of the Company, on the other hand, which representative (a) shall initially be Jim McGivern for Parent and Ellen Wolf for the Company and (b) may be xxxxxxxx xxth a substitute xxxxxxxxxxtive by either party from time to time upon reasonable written notice to the other party. The Company will promptly advise Parent of any material developments in its business. Notwithstanding the foregoing, (i) the Company and its subsidiaries shall not be required to provide access any information to the extent that the Company or disclose any of its subsidiaries is legally obligated to keep such information where confidential or otherwise not to provide such information or to the extent that such access or disclosure would (x) jeopardize constitute a waiver of the attorney-client privilege, privilege and (yii) cause competitive harm to the Company or its Affiliates if the transactions contemplated by this Agreement are not consummated or (z) contravene any law, rule, regulation, order, decree or agreement with any third party. All requests for such access shall be made exclusively to the Representatives of the Company as the Company shall designateprovide access to those properties, who shall be solely responsible for coordinating all assets, books, contracts, commitments, directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records described above of its subsidiaries that are not wholly-owned subsidiaries only to the extent that the Company has or is reasonably able to obtain such requests access. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all access permitted hereunder. Neither Parent nor any of Parent’s Representatives shall contact any of the employees, customers or suppliers of information received from the Company, whether directly or indirectly, in person or by telephoneconfidence in accordance with the Confidentiality Agreement dated June 26, mail or other means of communication2001, without the specific prior written authorization of such Representatives of among Guarantor, Thames and the Company (as it may be amended from time to time, the Company may designate. Any information that is obtained pursuant to this Section 5.2(a) or any other provision of this Agreement shall be subject to the applicable provisions of the "Confidentiality Agreement. Each of the parties agrees to use its commercially reasonable efforts to cooperate in good faith, to the maximum extent permitted by law and not prohibited by applicable Governmental Entities or this Agreement, including applicable laws relating to the exchange of information, with respect to planning exercises relating to integration following the Effective Time"). (b) Except as prohibited by applicable Governmental Entities and subject to applicable laws relating to the exchange of information, the The Company and Parent shall, and shall cause each of their respective Subsidiaries subsidiaries to, reasonably cooperate to obtain an orderly transition and integration process in connection with the Merger in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries subsidiaries during the period from and after the Effective Time. The Company and Parent agree that such cooperation shall include the development as soon as reasonably practicable following the date hereof of a mutually acceptable integration plan on a business-by-business and region-by-region basis with reasonable provisions for visitation by employees.