Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause each its Subsidiaries, officers, directors, employees and representatives to, afford the officers, employees and representatives of the Company Subsidiaries and use commercially Parent reasonable efforts access, consistent with applicable Law, at all reasonable times to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsrepresentatives, properties, offices offices, plants and other facilities (including each theatre premises) and to all books and records of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information as Parent, through its officers, employees or representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries and, to or otherwise result in any significant interference with the extent available to the Company, prompt and timely discharge by such employees of their normal duties. Neither the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and nor its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may shall be required to prepare provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its clients, jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any required fillings under Law or binding agreement entered into prior to the Securities Act or the Exchange Actdate of this Agreement. No investigation conducted pursuant to this Section 6.1(a) 6.3 or otherwise shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent Agreement or any condition to the opportunity, outside obligations of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentparties hereto.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (a) From which such Person will use commercially reasonable efforts to cause the counterparty thereto to waive), and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date of this Agreement to the Effective Time, the Company shallwill, and shall will cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs Subsidiary and each of their respective directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, representatives agents and agents other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to, : (i) provide to Parent and its Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company such party and the Company its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, thereof (including Tax Returns) and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself such party and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its or the Parent Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No provided that no investigation conducted pursuant to this Section 6.1(a) 6.2 shall affect or be deemed to modify or limit any representation or warranty made in by the Company herein or any of the conditions to the obligations of the parties hereto under this Agreement. Such access The information referred to in the previous sentence shall afford be subject to the Confidentiality Agreement, dated November 16, 2012, by and between the Company and Parent (the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by ParentConfidentiality Agreement”).

Access to Information; Confidentiality. (a) From Between the date of this Agreement to and the Effective Time, the Company shall, and shall cause each earlier of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice the date on which this Agreement is terminated pursuant to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, terms hereof and (ii) subject to applicable Laws relating the Closing Date, the Company shall afford to the exchange officers and other representatives of informationBuyer reasonable access, furnish promptly such information concerning upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the businessCompany’s and the Subsidiaries’ premises, properties, Contractsbooks and records, assets, liabilities, personnel Contracts and other aspects of itself documents, financial and its Subsidiaries and, to operating data and employees. Notwithstanding the extent available to the Companyforegoing, the Company JVsshall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Parent Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and its Representatives may reasonably requestmeetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange ActAntitrust Laws. No investigation conducted pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.1(a4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent governed by the opportunity, outside terms of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by ParentConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject Subject to applicable Laws relating to the exchange of information, the Company shall afford to Parent, its counsel, financial advisors, auditors and other representatives (including Persons providing financing to Parent in connection with the Transactions and their representatives) reasonable access during normal business hours to the Company’s offices, properties, books, customers, suppliers, employees, Contracts and records and the Company shall furnish promptly to such Persons such information concerning the its business, properties, Contracts, assets, liabilities, personnel assets and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, properties as they may reasonably request; provided that Parent and its Representatives may reasonably request, including without limitation, representatives shall conduct any such information activities in such a manner as may be required not to prepare any required fillings under interfere unreasonably with the Securities Act business or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside operations of the Company’s normal hours ; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of operationconfidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose the Company to conduct visual inspectionsrisk of Liability for disclosure of sensitive or personal information. Until the Effective Time, take measurementsthe information provided will be subject to the terms of the non-disclosure agreement, make surveys dated as of May 19, 2010, between Platinum Equity Advisors, LLC and perform the Company (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the generality of the foregoing, Parent shall not, and shall cause its representatives not to, use such information for any standard “phase I” environmental inspections deemed desirable by Parentpurpose unrelated to the consummation of the Transactions and the Share Purchase Transaction.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement, the Company shall, and shall cause each its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times during normal operating hours, upon prior notice and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsaccountants, properties, offices and other facilities (including each theatre premises) Facilities and to all books, records, Contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries andas Parent may reasonably request from time to time. Notwithstanding the foregoing, to the extent available to the Company, neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare provide access to or disclose information where such access or disclosure would be reasonably likely to jeopardize the protection of attorney-client privilege or contravene any required fillings under Law (it being agreed that the Securities Act Parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or the Exchange Actcontravention). No investigation conducted shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date hereof until the earlier to occur of the Closing and the termination of this Agreement pursuant to the Effective Timeits terms, the Company shallconsistent with applicable Law, and upon reasonable notice, Seller shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, properties, offices counsel and other facilities representatives and agents of Buyer and its Affiliates (including each theatre premisescollectively “Buyer Representatives”) of the Company reasonable access (with reasonable prior notice, and the Company Subsidiaries and, to the extent available during regular business hours) to the Company’s properties, the Company JVsrecords, and to the books and records thereofdatabases, and (ii) subject to applicable Laws relating to the exchange of informationsource code, furnish promptly such information concerning the business, propertiesbooks, Contracts, assets, liabilities, personnel commitments and other aspects of itself and its Subsidiaries information, and, to the extent during such period, Seller shall make available to Buyer and the Buyer Representatives the appropriate individuals for discussion of the Company’s business, properties and personnel as Buyer or the Company JVs, as Parent and its Buyer Representatives may reasonably request. Notwithstanding the foregoing, including without limitation, such information as may be required to prepare any required fillings in exercising Buyer’s access rights under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a6.3, (i) Buyer and the Buyer Representatives shall affect or not be deemed permitted to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent interfere unreasonably with the opportunity, outside conduct of the business of the Company’s normal hours , Seller or any of operationits Affiliates, (ii) the auditors and accountants of the Company, Seller or any of its Affiliates shall not be obligated to conduct visual inspectionsmake any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants and (iii) if the Parties are in an adversarial relationship in litigation or arbitration, take measurementsthe furnishing of information, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentdocuments or records in accordance with this Section 6.3(a) shall be subject to applicable rules relating to discovery.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Timeapplicable Laws, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide afford to Parent and its Representatives reasonable access at reasonable times upon prior notice during normal business hours during the period from the date hereof until the earlier to occur of the officersEffective Time and the date, employeesif any, agents, on which this Agreement is terminated pursuant to Section 8.01 to all of its and its Subsidiaries’ properties, offices books, contracts, commitments, personnel and records and, during such period, the Company shall furnish to Parent promptly all other facilities (including each theatre premises) of information concerning its business, properties and personnel as the other party may reasonably request. Subject to applicable Laws, Parent shall afford to the Company and its Representatives reasonable access to its executive officers during normal business hours during the period from the date hereof until the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.01. Each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of August 2, 2012, between Parent and the Company Subsidiaries and(as it may be amended from time to time, the “ Confidentiality Agreement ”). Notwithstanding the foregoing, neither party shall be obligated to provide any such access or information to the extent available that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to the Companyany person or (z) would violate any Law applicable to it, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, or its business. The disclosing party shall be entitled to the extent available to the Company, the Company JVs, as Parent and have its Representatives may reasonably request, including without limitation, such information as may be required to prepare present at all times during any required fillings under the Securities Act or the Exchange Act. No investigation conducted inspection pursuant to this Section 6.1(a) shall 6.02. No access or information provided pursuant to this Section 6.02 will affect any of the representations or be deemed to modify or limit any representation or warranty made warranties of the parties contained in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From During the date of this Agreement to the Effective TimePre-Closing Period, the Company shall, and shall cause each its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsRepresentatives, properties, offices offices, and other facilities (including each theatre premises) and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Parent such additional financial, accounting, operating, environmental, technical, engineering, geological and other data and information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries and, as Parent may reasonably request from time to the extent available to the Company, time. Neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any required fillings under Law (it being agreed that the Securities Act parties shall use their Commercially Reasonable Efforts to cause such information to be provided in a manner that would not result in such jeopardy or the Exchange Actcontravention). No investigation conducted shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in Article IX of this Agreement, the Company shall, and shall cause each its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times during normal operating hours, upon reasonable prior written notice and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsaccountants, properties, offices and other facilities (including each theatre premises) Facilities and to all books, records, Contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries andas Parent may reasonably request from time to time. Notwithstanding the foregoing, to the extent available to the Company, neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare provide access to or disclose information where such access or disclosure would be reasonably likely to jeopardize the protection of attorney-client privilege, or contravene any required fillings under Legal Requirement or contractual restraint enforceable upon the Securities Act Company or any of its Subsidiaries (it being agreed that the Exchange ActParties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation conducted shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date of this Agreement to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, : (i) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Representatives access at reasonable times Subsidiaries, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company each of its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, thereof and (ii) subject to applicable Laws relating to the exchange of information, promptly furnish promptly during normal business hours such information concerning the business, properties, Contracts, assets, liabilities, personnel assets and other aspects liabilities of itself the Company and each of its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and or its Representatives may reasonably request; provided, including without limitationhowever, such information as may that the Company shall not be required to prepare (or to cause any required fillings under of its Subsidiaries to) afford such access or furnish such information to the Securities Act extent that the Company reasonably believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the Exchange Act. No investigation conducted pursuant disclosure of any trade secrets of third parties or otherwise breach, contravene or violate any effective Contract existing on the date hereof to this Section 6.1(awhich the Company or any of its Subsidiaries is a party (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the disclosure of any such trade secrets or otherwise breach, contravene or violate any such Contracts), or (C) shall affect breach, contravene or be deemed to modify or limit violate any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentapplicable Law.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective TimeClosing, the Company shall, upon reasonable prior written notice and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly the Company shall, and shall cause its subsidiaries to, afford to the Representatives of Parent and Merger Sub, during normal business hours and in a manner as to not interfere with the normal operation of the Company and its subsidiaries during the period prior to the Closing Date, reasonable access to the Company’s and its subsidiaries’ properties, books, Contracts, commitments, Tax Returns and records, and to their directors, officers, employees, accountants, counsel and other Representatives and, during such period, the Company shall, and shall cause its subsidiaries to, make available to Parent and Merger Sub such information concerning their businesses, properties and personnel, in each case as Parent and Merger Sub may reasonably request to effect the businessconsummation of the transactions contemplated by this Agreement; provided, propertieshowever, Contractsthat such right shall not apply to information subject to an attorney-client privilege (it being understood that the parties shall, assetsand shall cause their respective Affiliates to, liabilitiesuse reasonable best efforts to enable such information to be furnished or made available to the requesting party or its Representatives without jeopardizing attorney-client privilege, personnel and other aspects of itself and its Subsidiaries and, including by entering into a customary joint defense agreement or common interest agreement with the requesting party to the extent available such an agreement would preserve the applicable privilege). The Company shall have the right to the Company, the Company JVs, as Parent and have one or more of its Representatives may reasonably requestpresent at all times during any such reviews, including without limitation, such information as may be required to prepare any required fillings under the Securities Act examinations or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentdiscussions.

Access to Information; Confidentiality. (a) From After the date of this Agreement hereof and continuing to the Effective TimeClosing Date, Seller shall cause the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide afford to Parent Buyer and its Representatives reasonable access upon reasonable notice at reasonable times upon prior notice during normal business hours to all Company Employees and all of the officers, employees, agents, properties, offices books, contracts and other facilities (including each theatre premises) records of the Company and Colonial Penn (with respect to the Annuity Business), and, during such period, Seller shall cause the Company Subsidiaries and, to furnish to Buyer such information to the extent available that it relates to the Company, the senior Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning Employees or the business, properties, Contracts, assets, liabilities, personnel financial condition and other aspects operations of itself the Company and its Subsidiaries and, Colonial Penn (with respect to the extent available Annuity Business) or as may be necessary or appropriate to effectuate the Companytimely and efficient completion of the transactions contemplated by this Agreement including, without limitation, for the Company JVspurposes described in Section 2.5(b) and Section 5.13 herein, as Parent and its Representatives Buyer may from time to time reasonably request, including without limitationother than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality. All requests for access or information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) 5.2 shall affect be directed to such Person or be deemed Persons as Seller shall designate. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to modify all information of any type furnished or limit any representation or warranty made in available to them pursuant to this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by ParentSection 5.2.

Access to Information; Confidentiality. (a) From the date of this Agreement to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, : (i) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Representatives access at reasonable times Subsidiaries, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company each of its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, thereof and (ii) subject use commercially reasonable efforts to applicable Laws relating to the exchange of information, furnish promptly during normal business hours upon prior notice such information concerning the business, properties, Contracts, assets, liabilities, personnel assets and other aspects liabilities of itself the Company and each of its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and or its Representatives may reasonably request; provided, including without limitationhowever, such information as may that the Company shall not be required to prepare (or to cause any required fillings under of its Subsidiaries to) afford such access or furnish such information to the Securities Act extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party, (C) breach, contravene or violate any applicable Law or (D) result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, that were provided to the Company Board in connection with its consideration of the Merger or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentsale process.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the The Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts its Subsidiaries, to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times (including normal business hours) upon prior notice to the officers, employees, agents, properties, offices books and other facilities (including each theatre premises) records of the Company and the Company Subsidiaries andits Subsidiaries, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself Company and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitationupdates concerning the Material Litigation and copies of all material pleadings or other material documents, in each case that are filed with any applicable court, and copies of all material written communications exchanged between the Company and any adverse party in the Material Litigation with respect to such Material Litigation, and (iii) keep Parent promptly informed of any material developments regarding the Material Litigation. Nothing herein shall require the Company or any of its Subsidiaries to disclose information to the extent such disclosure (A) would result in a waiver of or would reasonably be expected to materially weaken a claim for attorney-client privilege, settlement discussion privilege, work product doctrine or similar privilege, (B) would cause competitive harm to the business of the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (C) would violate any applicable Law or any confidentiality obligation of such party existing as may be required to prepare any required fillings under of the Securities Act or the Exchange Actdate hereof. No investigation conducted pursuant to this Section 6.1(a) 6.2 shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date of this Agreement Upon reasonable notice and subject to the Effective Timerestrictions contained in confidentiality agreements (from which such party shall use reasonable efforts to be released), the Company shall, Seller shall (and shall cause each of its subsidiaries to) and the Company Subsidiaries Buyer shall (and use commercially reasonable efforts to shall cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”its subsidiaries to) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, properties, offices counsel and other facilities (including each theatre premises) representatives of the Company other reasonable access, during the period after the execution and delivery of this Agreement and prior to the Company Subsidiaries andClosing, to the extent available to the Companyproperties, the Company JVsbooks, and to the books contracts, commitments and records thereofof the Seller or the Buyer, and as applicable, and, (ii) subject to applicable Laws relating to the exchange of informationduring such period, furnish promptly such to the other all information concerning the business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of itself and its Subsidiaries and, to the extent available to Seller or the Company, the Company JVsBuyer, as Parent and its Representatives applicable, as such other party may reasonably request, and each shall make available to the other the appropriate individuals (including without limitationattorneys, accountants and other professionals) for discussion of the Seller’s or the Buyer’s, as applicable, business, properties and personnel as either the Buyer or the Seller may reasonably request. All such information as may shall be kept confidential in accordance with the terms of the confidentiality agreement, dated February 14, 2006 (the “Confidentiality Agreement”), between the Buyer and the Seller, and such information shall not be used by any party for any purpose other than completing this Agreement or subsequently acting in accordance with its terms. Notwithstanding the provisions of this Section 5.03, a party will not be required to prepare provide access or to disclose information where such access or disclosure would violate any required fillings under law or, in the Securities Act opinion of counsel to such party, would result in the waiver of any attorney-client privilege or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentwork-product protection.

Access to Information; Confidentiality. (a) From the date The Company shall, and shall cause each of this Agreement its Subsidiaries to, afford to Parent and to Parent’s Representatives reasonable access upon reasonable advance notice and during normal business hours to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, but only to the Effective Timeextent that such access does not unreasonably interfere with the business or operations of the Company Entities, and the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (it being agreed, however, that the foregoing shall not permit Parent of any such Representatives to conduct any invasive environmental testing or sampling of the nature customarily referred as a Phase I, Phase II or Phase III Environmental Site Assessment); provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that doing so is restricted under applicable Law or Contract or otherwise would result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege). Without limitation to the foregoing, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide afford to Parent and its Parent’s Representatives reasonable access at reasonable times upon prior notice to the officers, employees, non-U.S. agents, properties, offices consultants and other facilities (including each theatre premises) of representatives engaged by the Company Entities, and the Company Subsidiaries andshall, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably upon Parent’s request, including without limitationfacilitate fulfilling requests for information and/or interviews with such non-U.S. agents, such information as may be required to prepare any required fillings under the Securities Act consultants or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentrepresentatives.

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause each its Subsidiaries to, upon reasonable prior written notice, afford to FCI and FCI’s Representatives (at FCI’s expense) reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities (including each theatre premises) and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries andto, furnish promptly to FCI such other information concerning the extent business and properties of the Company and its Subsidiaries as FCI may reasonably request in writing from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information (i) that is competitively sensitive as a result of the businesses in which the Forsyth Parties, BW and their Affiliates engage, or (ii) where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation after the date of this Agreement shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted Forsyth Parties pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in Article VIII, the Company shall, and shall cause each its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities (including each theatre premises) and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries and, as Parent may reasonably request from time to the extent available to the Company, time. Neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any required fillings under Law (it being agreed that the Securities Act parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or the Exchange Actcontravention). No investigation conducted shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.47

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective TimeClosing Date, the Company shall, and Sellers shall cause each of the Company Subsidiaries and use commercially reasonable efforts Transferred Companies to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide afford to Parent Buyer and its Representatives reasonable access upon reasonable notice at reasonable times upon prior notice during normal business hours to all of the officers, employees, agents, properties, offices books, Contracts, employees and other facilities (including each theatre premises) records of the Company and the Company Subsidiaries Transferred Companies and, during such period, Sellers shall cause the Transferred Companies to the extent available furnish to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly Buyer such information concerning the business, properties, Contractsfinancial condition, assets, liabilities, operations and senior personnel of the Transferred Companies and other aspects the status of itself and its Subsidiaries and, to the extent available to the Company, the Company JVsALNY Sale or ALNY Transfer, as Parent and its Representatives applicable, as Buyer may from time to time reasonably request, including without limitationother than any such properties, books, Contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure; provided that, Sellers will use their respective commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such properties, books, Contracts, records and information as may necessary to permit disclosure to Buyer and Buyer’s Representatives, or (ii) that are related primarily or exclusively to the business to be required recaptured by or reinsured to prepare any required fillings under Affiliate of the Securities Act Company as part of the Pre-Sale Transactions. All requests for access or the Exchange Act. No investigation conducted information pursuant to this Section 6.1(a5.2(a) shall affect be directed to such Person or be deemed Persons as Sellers shall designate. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to modify all information of any type furnished or limit any representation or warranty made in available to them pursuant to this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by ParentSection 5.2(a).

Access to Information; Confidentiality. (a) Access to Information. From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company shall, and shall cause each its Subsidiaries to, afford to Parent and Parent’s Representatives, upon advance written notice, reasonable access, during normal business hours, and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountants, agents, properties, offices offices, and other facilities (including each theatre premises) and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries and, as Parent may reasonably request from time to the extent available to the Company, time. Neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare any required fillings under the Securities Act provide access to or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect disclose information where such access or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunitydisclosure, outside upon advice of the Company’s normal hours counsel, would jeopardize the protection of operationattorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by ParentParent or Merger Sub pursuant to this Agreement.

Access to Information; Confidentiality. (a) From the date of this Agreement to until the Effective TimeClosing Date, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, will (i) provide to give Parent and its Representatives reasonable access at reasonable times upon prior notice to the officers, employees, agentsoffices, properties, offices books and other facilities (including each theatre premises) records of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereofof the Company, and (ii) subject furnish, and will cause the Company to applicable Laws furnish, to Parent and Representatives such financial and operating data and other information relating to the exchange Company as such Persons may reasonably request and (iii) instruct the Representatives of informationthe Company to cooperate with Parent in its investigation of the Company; provided, furnish promptly however, that any such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. No investigation by Parent or other information received by Parent will operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company JVsunder this Agreement. Notwithstanding anything to the contrary in this Agreement, as Parent and its Representatives may reasonably request, including without limitation, such information as may the Company shall not be required to prepare disclose any required fillings under information to Parent if such disclosure would (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Securities Act date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Parent shall, and shall cause its Representatives to, abide by the Exchange Act. No investigation conducted terms of the Mutual Non-Disclosure Agreement with respect to any access or information provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent7.02.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeUpon reasonable notice, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, counsel and other representatives of Itron, reasonable access during normal business hours during the period from the date hereof to the Effective Time of the Amalgamation, to all of its properties, offices books, contracts, commitments and other facilities (including each theatre premises) of records. During such period the Company shall furnish promptly to Itron all other information concerning its business, properties and personnel as Itron may reasonably request; provided, however, that notwithstanding the Company Subsidiaries and, to the extent available to the Companyforegoing provisions of this Section 6.2 or any other provision of this Agreement, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may shall not be required to prepare provide to Itron any required fillings under information that is subject to a confidentiality agreement and that relates primarily to a party other than the Securities Act or the Exchange ActCompany. No investigation conducted Itron agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this Section 6.1(a) shall affect or be deemed 6.2 for any purpose unrelated to modify or limit any representation or warranty made in the consummation of the transactions contemplated by this Agreement. Such access That certain Mutual Nondisclosure Agreement, dated as of October 4, 1999 by and between the Company (by Subco) and Itron (the "Confidentiality Agreement"), shall afford Parent apply with respect to information furnished by the opportunity, outside Company and its respective representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not constitute a violation of the Company’s normal hours Confidentiality Agreement and that the provisions hereof shall supersede all provisions of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentthe Confidentiality Agreement in the event of a conflict.

Access to Information; Confidentiality. (a) From During the date of this Agreement to the Effective TimeInterim Period, upon reasonable notice, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives during normal business hours reasonable access at reasonable times upon prior notice to the officersall employee, employeesfacilities, agents, properties, offices books and records and other facilities (including each theatre premises) information of the Company and its Subsidiaries as is reasonably requested in writing (including, for the avoidance of doubt, for purposes of completing Parent’s due diligence review of the Company); provided, that (x) such access shall occur in such a manner as the Company Subsidiaries andreasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (y) nothing herein shall require the Company to provide access to, or to disclose any information to, Parent or any of its Representatives if such access or disclosure, in the extent available to good faith reasonable belief of the Company, the Company JVsafter consultation with outside counsel, and to the books and records thereof, and (i) would waive any legal privilege or (ii) subject would be in violation of applicable laws or regulations of any Governmental Entity (including the HSR Act and any other applicable Laws). All of such information made available to applicable Laws relating Parent shall be treated as confidential information pursuant to the exchange terms of informationthe Confidentiality Agreement, furnish promptly the provisions and restrictions of which are by this reference hereby incorporated herein; provided that nothing therein shall prohibit or limit Parent, Merger Sub and their respective Affiliates (including Lion Capital LLP and its Affiliates) from disclosing any such information concerning to its actual or potential financing sources so long as the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable recipients are bound by Parentcustomary confidentiality obligations.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject Subject to applicable Laws relating to the exchange of information, the Company shall afford to Parent and Parent's Representatives reasonable access during normal business hours to the Company's key employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent such information concerning the its business, properties, Contractspersonnel, assets, liabilities, personnel liabilities and properties as Parent may reasonably request (other aspects of itself and its Subsidiaries and, than any publicly available document filed by it pursuant to the extent available to the Companyrequirements of federal or state securities Laws); provided, the Company JVshowever, as that Parent and its Representatives may reasonably request, including without limitation, representatives shall conduct any such information activities in such a manner as may be required not to prepare any required fillings under interfere unreasonably with the Securities Act business or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside operations of the Company’s normal hours ; provided, further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or any Contract or obligation of operationconfidentiality owing to a third party, jeopardize the protection of an attorney-client privilege or expose the Company to conduct visual inspectionsrisk of liability for disclosure of sensitive or personal information. Until the Effective Time, take measurementsthe information provided will be subject to the terms of that certain amended and restated letter agreement, make surveys dated as of August 16, 2010, by and perform between the Company and Xxxxxxx & Xxxxxxxx Advisors LLC (as it may be amended from time to time, the "Confidentiality Agreement"), and, without limiting the generality of the foregoing, Parent shall not, and shall cause its representatives not to, use such information for any standard “phase I” environmental inspections deemed desirable by Parentpurpose unrelated to the consummation of the transactions contemplated hereby.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the The Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs Company’s and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) such Subsidiaries’ Representatives to, (i) provide afford to the Parent and its Representatives access complete access, at all reasonable times upon times, during the period prior notice to the officersEffective Time, employees, agentsto all of the Company’s and any of its Subsidiaries’, properties, offices books, records, contracts, commitments and personnel and shall furnish the Parent all financial, operating and other facilities (including each theatre premises) data and information as the Parent may reasonably request. Unless otherwise required by law, the Parent will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. Without limiting the generality of the Company and the Company Subsidiaries and, to the extent available to the Companyforegoing, the Company JVsshall, and within two business days of any request therefore, provide to the books and records thereof, and (iiParent the information described in Rule 14a-7(a)(2)(ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Exchange Act or and any information to which a holder of Company Common Stock would be entitled under Section 220 of the Exchange ActDGCL (assuming such holder met the requirements of such section). The Company shall use its reasonable best efforts to secure for the Parent access to and copies of the workpapers of its independent public accountants. No information or knowledge obtained in any investigation conducted pursuant to this Section 6.1(a) or otherwise shall affect or be deemed to modify or limit any representation or warranty made contained in this Agreement. Such access shall afford Parent the opportunity, outside Agreement or the conditions to the obligations of the Company’s normal hours parties to consummate the Offer or the Merger. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to disclose any information if doing so would (i) violate any applicable laws, rules or regulations, (ii) result in the loss of operation, attorney-client privilege with respect to conduct visual such information (provided that such privilege cannot be reasonably sufficiently protected using a joint defense or other similar agreement) or (iii) result in a breach of an agreement to which the Company or any of its Subsidiaries is a party or result in the disclosure of trade secrets of third parties. The Parent and the Company shall work together in scheduling and coordinating all inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From During the period from the date of this Agreement the Merger to the Effective TimeArriver Sale Closing Date, the Company shall, and Investor shall cause each of the Company Subsidiaries Veoneer to give Investor and use commercially reasonable efforts to cause each of the Company JVs QUALCOMM and each of their respective officers, directors, authorized Representatives full access during normal business hours to all employees, attorneysbooks, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, propertiesrecords, offices and other facilities and properties of Veoneer as Investor and QUALCOMM and their respective authorized Representatives may from time to time reasonably request; provided, however, that (including each theatre premisesi) any such access shall be provided in a manner not to unreasonably interfere with the businesses or operations of Veoneer, (ii) notwithstanding anything to the Company and the Company Subsidiaries andcontrary in this Agreement, Investor shall not be required to cause Veoneer to disclose any information to Investor or QUALCOMM or their respective authorized Representatives if doing so would reasonably be expected to violate any applicable Law or Contract to which Veoneer is a party or to which Veoneer is subject, but Veoneer shall take reasonable steps to provide such information, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects may be provided without violation of itself and its Subsidiaries andsuch applicable Law or Contract, to the extent available requested by Investor or QUALCOMM and (iii) nothing herein shall require Investor to Veoneer to furnish to Investor or Veoneer with access to information that is subject to attorney-client, work product or similar legal privilege, but each of Investor and QUALCOMM shall take reasonable steps to provide such information to the Companyextent such information may be provided consistent with preservation of such privilege, to the extent requested by Veoneer. To the extent any restriction on the access to, or disclosure of, information as contemplated by this clause (a) applies, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, Parties shall use reasonable best efforts to make appropriate substitute arrangements so that such information as may can be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys accessed and perform any standard “phase I” environmental inspections deemed desirable by Parentdisclosed.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company shall, shall and shall cause each its Subsidiaries to, and the FT Stockholders shall cause the Company and its Subsidiaries to, (i) afford to Parent and its Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the customers, officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and (ii) furnish promptly such other information concerning the business and properties of the Company and its Subsidiaries and as Parent may reasonably request from time to time. Notwithstanding the foregoing, (x) neither the Company nor its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their commercially reasonable efforts to cause each such information to be provided in a manner that would not result in such jeopardy or contravention) and (y) access to the customers of the Company JVs or any of its Subsidiaries must first be authorized by the Company and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and shall have the Company Subsidiaries and, right to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as participate in any meetings or calls between Parent and or its Representatives may reasonably request, including without limitation, and such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentcustomers.

Access to Information; Confidentiality. (a) Access to Information. From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, each of Parent and the Company shall, and shall cause each their respective Subsidiaries (if any) to, afford to the other and their respective Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of Parent, the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each or any of their respective officersSubsidiaries (if any), directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountants, agents, properties, offices offices, and other facilities and to all books, records, contracts, and other assets of Parent, the Company and their respective Subsidiaries (including if any). Further, each theatre premisesof Parent and the Company shall, and shall cause their respective Subsidiaries (if any) to, furnish promptly to the Company or Parent such other information concerning the business and properties of Parent, the Company and their respective Subsidiaries (if any) as the other of the Company and or Parent may reasonably request from time to time. None of Parent, the Company nor any of their respective Subsidiaries and(if any) shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the representations, to warranties, covenants, or agreements contained herein, or limit or otherwise affect the extent remedies available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted Merger Sub pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the The Company shall, and shall cause each of the Company Subsidiaries and use its commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) its Subsidiaries to, (i) provide afford to Parent and its Representatives accountants, counsel (including without limitation foreign counsel), financial advisors and other representatives reasonable access at during normal business hours and upon reasonable times upon notice throughout the period prior notice to the officers, employees, agents, Effective Time to their respective properties, offices books, contracts, commitments, records and other facilities (including each theatre premises) personnel, material suppliers, contractors, customers and distributors of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange or any of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to during such period, shall furnish such information concerning its businesses, properties and personnel as Parent shall reasonably request; provided, however, such access shall not unreasonably disrupt the Company’s or its Subsidiaries’ respective operations. All nonpublic information provided to, or obtained by, Parent or Merger Sub in connection with the transactions contemplated hereby shall be “Evaluation Material” for purposes of the Confidentiality Agreement, the terms of which shall survive the termination of this Agreement and continue in full force and effect. Notwithstanding the preceding sentence, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may shall not be required to prepare provide any required fillings under the Securities Act or the Exchange Actinformation which it reasonably believes, after consulting with outside counsel, it may not provide to Parent by reason of Applicable Law. No investigation conducted or review of information pursuant to this Section 6.1(a) 6.2 or otherwise shall affect any of the representations or be deemed to modify or limit any representation or warranty made warranties of the parties hereto contained in this Agreement. Such access shall afford Parent Agreement or the opportunity, outside conditions hereunder to the obligations of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentparties hereto.