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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeUpon reasonable notice, the Company shall, 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) 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 and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, offices books, Contracts, commitments and other facilities (including each theatre premises) of the Company and the Company Subsidiaries records and, to the extent available to the Companyduring such period, the Company JVs, shall (and shall cause each of its Subsidiaries to) furnish promptly to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such other all information concerning the its business, properties, books, Contracts, assetscommitments, liabilities, record and personnel as Parent may reasonably request. The Company shall (and other aspects shall cause each of itself and its Subsidiaries and, to the extent to) make available to the Companyother party the appropriate individuals for discussion of such entity's business, the Company JVs, properties and personnel 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 investigation conducted pursuant to this Section 6.1(a5.4(a) shall affect any representations or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside warranties of the Company’s normal hours parties herein or the conditions to the obligations of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentthe parties hereto. (b) From the date of this Agreement to the Effective TimeUpon reasonable notice, Parent shall, shall (and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, offices books, Contracts, commitments and other facilities records and, during such period, Parent shall (including and shall cause each theatre premisesof its Subsidiaries to) of Parent and the Parent Subsidiaries and furnish promptly to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such other all information concerning the its business, properties, books, Contracts, assetscommitments, liabilities, record and personnel and other aspects of itself and its Subsidiaries as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b5.4(b) shall affect any representations or be deemed warranties of the parties herein or the conditions to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company obligations of the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparties hereto. (c) With respect The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the data and information disclosed pursuant to this Section 6.1contrary notwithstanding, the parties shall comply with, Company and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained Parent hereby agree that each such party may issue press release(s) or make other public announcements in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesaccordance with Section 5.14. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the The Shareholder and 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, agentscounsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Shareholder and Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Shareholder and Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, offices financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide Shareholder and Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Shareholder and Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Shareholder and Company upon its request (i) a copy of each report, schedule, registration statement and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, document filed by it during such period pursuant to the extent available to the Company, the Company JVs, and to the books and records thereof, requirements of federal or state securities laws and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the its business, properties, Contractsfinancial condition, assetsoperations and personnel as such other party may from time to time reasonably request. Except as required by law, liabilitieseach of the Shareholder and Company and Pubco will hold, personnel and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other aspects of itself representatives and its Subsidiaries andaffiliates to hold, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such any nonpublic 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 Parentconfidence. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 4.01 shall affect any representations or be deemed to modify warranties of the parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date of this Agreement to hereof until the Effective TimeClosing, the Company shallSeller and Target shall (i) give, and shall cause each of the Company Target and its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersgive, directorsBuyer, employeesits counsel, attorneys, accountants, financial advisors, auditors and other authorized representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives reasonable access at reasonable times upon prior notice to the officers, employees, agentsoffices, 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 Target 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereofof Seller relating to Target and its Subsidiaries, and (ii) subject furnish, and shall cause Target and its Subsidiaries to applicable Laws furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself Target and its Subsidiaries as such Persons may reasonably request and (iii) instruct the Company employees, counsel and financial advisors of Seller, Target and Target’s Subsidiaries to cooperate with Buyer in its investigation of Target and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange ActSubsidiaries. No investigation conducted pursuant to this Section 6.1(b) by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant or be deemed to modify agreement given or limit any representation or warranty made by Seller in this Agreement. Such . (b) Subject to applicable Law, from the date hereof until the Closing, Buyer shall (i) give, and shall cause its Subsidiaries to give, Seller, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of Buyer and its Subsidiaries, (ii) furnish, and shall afford the Company the opportunity, outside of Parent’s normal hours of operationcause its Subsidiaries to furnish, to conduct visual inspectionsSeller, take measurementsits counsel, make surveys financial advisors, auditors and perform other authorized representatives such financial and operating data and other information relating to Buyer and its Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Buyer and its Subsidiaries to cooperate with Seller and Target in its investigation of Buyer and its Subsidiaries. No investigation by Seller or Target, or other information received by Seller or Target, shall operate as a waiver or otherwise affect any standard “phase I” environmental inspections deemed desirable representation, warranty, covenant or agreement given or made by the CompanyBuyer in this Agreement. (c) With respect Anything to the data contrary in Section 4.3(a) or (b) notwithstanding, (i) access rights pursuant to Section 4.3(a) or (b) shall be exercised in such manner as not to interfere unreasonably with the conduct of the Target Business or the Buyer Business or any other business of the party granting such access and (ii) the party granting access may withhold any document (or portions thereof) or information disclosed (A) that is subject to the terms of a non-disclosure agreement with a third party, (B) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege or (C) if the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws (including Competition Laws). (d) All information provided to Buyer or to Seller or Target pursuant to this Section 6.1, 4.3 prior to the parties Closing shall comply with, and shall cause their respective Representatives to comply with, their obligations under be held as Confidential Information (as defined in the letter agreementMutual Confidentiality Agreement, dated as of May 6August 29, 20052014, between AMCE among Seller, Buyer and Loews Target (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto () and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating shall be subject to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Confidentiality Agreement, the parties terms of which are incorporated herein by reference. The Confidentiality Agreement shall not be required to provide continue in full force and effect until the access and information otherwise required hereby with respect to records and information relevant to such dispute (in Closing, at which case the Laws governing information sharing applicable to such disputes time it shall govern)automatically terminate.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof 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, attorneysauditors and agents of the Company to, accountantsafford XxXxxxxx and the officers, employees, counsel, financial advisors, representatives auditors and agents (collectivelyof XxXxxxxx or DFC Acquisition, “Representatives”) toas the case may be, (i) provide to Parent and its Representatives access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices offices, plants and other facilities (including each theatre premises) facilities, books and records of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVsSubsidiaries, and to the books shall furnish XxXxxxxx and records thereofDFC Acquisition with financial, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel operating and other aspects of itself data and information as XxXxxxxx or DFC Acquisition, through its Subsidiaries andofficers, to the extent available to the Companyemployees, the Company JVscounsel, as Parent and its Representatives financial advisors, auditors or agents, 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. (b) From the date of this Agreement hereof to the Effective Time, Parent DFC Acquisition shall, and shall cause each of the Parent Subsidiaries its officers, directors, employees, auditors and each of their respective Representatives agents to, (i) provide to afford the Company and its Representatives officers, employees, counsel, financial advisors, auditors and agents access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices offices, plants and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the facilities, books and records thereofof DFC Acquisition, and (ii) subject to applicable Laws relating to shall furnish the exchange of informationCompany with financial, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel operating and other aspects of itself data and its Subsidiaries information as the Company and Company, through its Representatives officers, employees, counsel, financial advisors, auditors or agents, may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. . (b) No investigation conducted pursuant to this Section 6.1(b) 7.2 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Agreement of any party hereto or any condition to the Company obligations of the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparties hereto. (c) With respect Information afforded or furnished to XxXxxxxx, DFC Acquisition or the data and information disclosed Company or their agents by XxXxxxxx, DFC Acquisition or the Company pursuant to this Section 6.1, the parties 7.2 shall comply with, be kept confidential and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be disclosed to third parties except (i) with the consent of XxXxxxxx or the Company, as the case may be, (ii) as may be required to provide by law, regulation or by legal process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), or (iii) as may be necessary in connection with the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case consummation of the Laws governing information sharing applicable to such disputes shall govern)Transactions.

Access to Information; Confidentiality. (a) From the date of this Agreement to through the Effective TimeClosing Date, the Company shall, and shall Sellers will cause each of the Company and the Subsidiaries to afford to Buyer and use commercially its authorized representatives reasonable efforts access at all reasonable times and upon reasonable notice to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of each of the Company and the Subsidiaries, and the work papers of Deloitte & Touche LLP, the Company’s independent accountants, and otherwise provide such assistance (at Buyer’s sole expense) as may be reasonably requested by Buyer in order that Buyer have a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of each of the Company and the Subsidiaries. In addition, Sellers will cause each of the Company JVs and each of the Subsidiaries, and their respective officers, directors, officers and 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 cooperate fully (including each theatre premisesproviding introductions where necessary) of the Company and the Company Subsidiaries and, with Buyer to the extent available enable Buyer 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 requestcontact third parties, including without limitationcustomers, such information as may be required to prepare prospective customers, specified agencies, vendors, or suppliers of any required fillings under the Securities Act Company 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 ParentSubsidiary. (b) From All such information and access provided or granted pursuant to Section 5.2(a) shall be subject to the terms and conditions of the letter agreement (the “Confidentiality Agreement”), between Buyer and Sellers, dated April 5, 2004. The Confidentiality Agreement will terminate effective as of the Closing. (c) For a period of five years after the Closing Date, Sellers and Sellers’ Representative will keep confidential and protect, and will not divulge, allow access to or use in any way, (i) the Xxxxxx Xxxx Intellectual Property, including product specifications, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, Software, database technologies, systems, structures, architectures and data (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), (ii) any and all information of the Companies concerning the Xxxxxx Xxxx Business (including historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials) and (iii) any and all notes, analyses, compilations, studies, summaries and other material containing or based, in whole or in part, on any information of the Companies or Subsidiaries included in the foregoing (“Confidential Information”). Sellers and Sellers Representative acknowledge that such Confidential Information constitutes a unique and valuable asset, and that any disclosure or other use of such Confidential Information would be wrongful and may cause irreparable harm to Buyer. The foregoing obligations of confidentiality will not apply to any Confidential Information that is now or subsequently becomes generally publicly known, other than as a result of the breach of this Agreement by Sellers, Sellers’ Representative or any of their affiliates. (d) Sellers and Sellers’ Representative agree that the provisions and restrictions contained in Section 5.2(c) hereof are necessary to protect the legitimate continuing interests of Buyer in acquiring the Xxxxxx Xxxx Business and entering into this Agreement, that agreements contained in Section 5.2(c) have been specifically bargained for, that any violation or breach of such provisions and restrictions will result in irreparable injury to Buyer for which a remedy at law may be inadequate and that, in addition to any relief at law which may be available to Buyer for such violation or breach and regardless of any other provision contained in this Agreement, Buyer will be entitled to injunctive and other equitable relief restraining such violation or breach (without any requirement that Buyer provide any bond or other security). (e) In the event that any Seller or Sellers’ Representative is requested or required (in connection with any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller or Sellers’ Representative shall notify Buyer promptly of the request or requirement so that Buyer may, at its sole expense, seek an appropriate protective order or waive compliance with the provisions of Section 5.2(c). If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Seller or Sellers’ Representative may disclose the Confidential Information to the tribunal; provided, however, that Seller or Sellers’ Representative will use their commercially reasonable efforts to obtain, at the request and sole expense of Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Buyer designates. (f) Effective upon the Closing, each Seller and Sellers’ Representative shall assign to Buyer all of their right, title and interest in and to any confidentiality agreements to which Seller, Sellers’ Representative or any agent of theirs may be a party relating to the confidentiality of information of the Xxxxxx Xxxx Business, the hiring of employees of any Company or Subsidiary or other matters. Sellers and Sellers’ Representative will request the return or destruction of information covered by such agreements within two business days of the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly broadest extent permitted by such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyconfidentiality agreements. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to Applicable Law, upon reasonable advance notice to the Effective TimeCompany, the Company shall, shall (and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each the officers, directors and agents of the Company JVs and each of their respective Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the Pre-Closing Period, to 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, agents, properties, offices books, Contracts and other facilities (including each theatre premises) records, and, with the Company’s consent, which shall not be unreasonably withheld, delayed or conditioned, to the employees of the Company and the Company Subsidiaries andSubsidiaries; and shall furnish Parent and Merger Sub all financial, to the extent available to operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request; provided that none of the Company, any Company Subsidiary and any Representative of the Company JVsshall be required to provide such access to or to disclose such information where such access or disclosure would in the good faith judgment of the Company (i) contravene any Applicable Law, and to Contract of the books and records thereofCompany or any Company Subsidiary or Order, and (ii) subject would reasonably be expected to applicable Laws relating to violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially interfere with the exchange conduct of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects business of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as or any of the Company Subsidiaries. (b) No information or knowledge obtained by 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 Section 6.02, this Section 6.1(a) 6.04 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or limit agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any representation way the rights and remedies of Parent or warranty Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect Each of Parent and Merger Sub acknowledges that all information provided to it or any of its Representatives by the data Company or any of its Representatives in connection with this Agreement and information disclosed pursuant the consummation of the Transactions shall be deemed to this Section 6.1, the parties shall comply withbe provided under, and shall cause their respective Representatives to comply be treated in accordance with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to until the earlier of the termination of this Agreement and the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries Subsidiary to and use commercially reasonable efforts to shall cause each of their respective directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, the “Company JVs Representatives”) to: (i) provide to Parent, Merger Sub and each of Guarantor and their respective officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, the “Parent Representatives”) toreasonable access, (i) provide to Parent and its Representatives access at reasonable times times, upon reasonable 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 Subsidiaries and, to the extent available to the Company, the Company JVsSubsidiaries, and to the books and records thereofthereof (including Tax Returns, but excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws), and, with the Company’s consent (such consent not to be unreasonably withheld, delayed or conditioned), to the employees of the Company and the Company Subsidiaries; (ii) subject to applicable Laws relating to the exchange of information, furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, liabilitiesLiabilities, personnel Personnel and other aspects of itself the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request; (iii) reasonably cooperate with Parent and the Parent Representatives in connection with the arrangement of any financing to be consummated in order to fund the payment of the aggregate Merger Consideration and Parent’s other obligations under this Agreement; provided, however, that with respect to clause (iii), (w) any information regarding the Company or any of the Company Subsidiaries contained in any materials, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents in connection with the arrangement of any such financing shall be subject to the prior review of the Company, (x) none of the Company, any Company Subsidiary or any Company Representative shall be required to incur any Liability with respect to the arrangement or, or incurrence of any Indebtedness with respect to, such financing prior to the Effective Time or require the Company or any Company Subsidiary to enter into or approve any financing or purchase agreement for such financing prior to the Effective Time, (y) securing any such financing or any portion thereof, on terms and conditions satisfactory to Parent or Merger Sub or otherwise, shall not constitute a modification of the representations and warranties made in Section 4.06 or a condition of Parent’s or Merger Sub’s obligation to consummate the Merger or perform any of their other respective obligations hereunder and (z) such cooperation shall not unreasonably interfere with the ongoing business or operations of the Company and the Company Subsidiaries and (iv) perform, and to reasonably cooperate with Parent in performing, a review and scan of the Company’s and the Company Subsidiaries’ Software. None of the Company, any Company Subsidiary or any Company Representative shall be required to provide access to or to disclose information where such access or disclosure would contravene any applicable Law, Contract of the Company or any Company Subsidiary, or Order, or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege, provided, however, that in the event that the Company does not provide access or information in reliance on this sentence, the Company shall promptly notify Parent and use its Subsidiaries andreasonable best efforts to, as promptly as practicable, as the case may be and except as otherwise provided in Section 5.02(a) of the Company Disclosure Schedule, (x) obtain any necessary clearance or consent in order to permit such access or disclosure and (y) provide such access or communicate such information to Parent (including through the Parent Representatives) in a way, to the extent available reasonably practicable, that would not violate the applicable Law or Contract or waive any such a privilege. In furtherance of the foregoing, no information identifying individual employees or consultants of the Company or any Company Subsidiary or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the Data Privacy Directive of the European Union or similar legislation, except to the extent permitted by a contractual undertaking entered into by Company, the Company JVs, as Parent and its Representatives may Merger Sub regarding the maintenance of privacy of such data in a form reasonably request, including without limitation, necessary to effect compliance with such information as may be required to prepare any required fillings under the Securities Act or the Exchange Actlegislation. No investigation conducted pursuant to this Section 6.1(a5.02(a) 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. (b) From the date of this Agreement Except as expressly prohibited by applicable Law, within 10 Business Days prior to the anticipated Effective Time, Parent shall, solely to the extent the directors and shall cause each executive officers of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice the material Company Subsidiaries differ from those listed in Section 3.01(d) of the Company Disclosure Schedules, the Company shall provide Parent with a true and complete list of any changes to the officers, employees, agents, properties, offices directors and other facilities (including each theatre premises) executive officers of Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably requesteach material Company Subsidiary, including without limitation, as of such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companydate. (c) With respect to the data and information disclosed pursuant to this Section 6.15.02, the parties Parent and Merger Sub shall comply with, and shall cause their respective the Parent Representatives to comply with, their all of its obligations under the letter agreementMutual Non-Disclosure Agreement, dated as of May 6April 22, 20052012, by and between AMCE the Company and Loews Guarantor (the “Confidentiality Agreement”). Notwithstanding anything else contained ; provided that Parent and Guarantor shall be entitled to share any Evaluation Material (as defined in this the Confidentiality Agreement, each Party hereto () and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure otherwise discuss consideration of the transactions contemplated herein Transactions with potential financing sources and all tax strategies relating the Confidentiality Agreement shall be deemed amended to include such financing sources within the transactions, meaning of Representatives (as well as all materials such term is defined in the Confidentiality Agreement) of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesParent. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From As permitted by applicable law, 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 its best efforts to cause each of the Company JVs its subsidiaries, officers, directors and each of employees to: (i) provide to Ford, Parent and FSG II and their respective officers, directors, employees, attorneys, accountants, advisorsconsultants, legal counsel, agents and other representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the its 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 its books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the its business, properties, Contractscontracts, assets, liabilitiesliabilities and personnel as Ford, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its or FSG II or their 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. (b) From the date Each of this Agreement to the Effective TimeFord, Parent shalland FSG II agrees to, and shall cause each of the Parent Subsidiaries and each of their respective its Representatives to, : (i) provide treat and hold as confidential all information relating to the Company and its subsidiaries, (ii) in the event that Ford, Parent or FSG II or any of their Representatives access at reasonable times upon prior becomes legally compelled to disclose any such information, provide the Company with prompt written notice to of such requirement so that the officers, employees, agents, properties, offices and Company may seek a protective order or other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereofremedy or waive compliance with this Section 7.04, and (iiiii) subject in the event that such protective order or other remedy is not obtained, or the Company waives compliance with this Section 7.04, furnish only that portion of such confidential information which is legally required to applicable Laws relating be provided and exercise its best efforts to the exchange of obtain assurances that confidential treatment will be accorded such information, furnish promptly such provided, however, that this sentence shall not apply to any information concerning that, at the businesstime of disclosure, properties, Contracts, assets, liabilities, personnel is available publicly and other aspects was not disclosed in breach of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access The parties agree and acknowledge that remedies at law for any breach of their obligations under this Section 7.04 are inadequate and that in addition thereto parties shall afford be entitled to seek equitable relief, including injunction and specific performance, in the Company the opportunity, outside event of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companysuch breach. (c) With respect to the data and information disclosed No investigation pursuant to this Section 6.1, 7.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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 to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives employees and agents (collectively, “Representatives”) of the Company and the Company Subsidiaries to, (i) provide to Parent afford the officers, employees and its Representatives agents of Holding and Comsys, at their sole cost and risk, reasonable access at all reasonable times upon prior notice from the date hereof through the Effective Date to the their respective officers, employees, agents, properties, offices facilities, books, records, contracts and other facilities (including each theatre premises) of assets and shall furnish Holding and Comsys all financial, operating and other data and information as Holding or Comsys through their respective officers, employees or agents may reasonably request. Holding and Comsys, at their sole cost and risk, shall have the right to make such due diligence investigations as they shall deem necessary or reasonable, upon reasonable notice to the Company and the Company Subsidiaries and, to the extent available without disruption or damage to the Company's operations or properties. No additional investigations or disclosures shall affect the Company's and Merger Sub's representations and warranties contained herein, or limit or otherwise affect 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 remedies 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 Holding or the Exchange Act. No investigation conducted Comsys 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. (b) From the date of this Agreement to the Effective Time, Parent Holding shall, and shall cause each the Holding Subsidiaries and the officers, directors, employees and agents of Holding and the Holding Subsidiaries to, afford the officers, employees and agents of the Parent Subsidiaries Company, at its sole cost and each of risk, reasonable access at all reasonable times from the date hereof through the Effective Date to their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices facilities, books, records, contracts and other facilities (including each theatre premises) of Parent assets and shall furnish the Parent Subsidiaries and to the books and records thereofCompany all financial, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel operating and other aspects of itself data and its Subsidiaries information as the Company and through its Representatives officers, employees or agents may reasonably request. The Company, including at its sole cost and risk, shall have the right to make such due diligence investigations as it shall deem necessary or reasonable, upon reasonable notice to Holding and Comsys and without limitation, such information as may be required disruption or damage to prepare any filings under the Securities Act Holding's or the Exchange ActComsys' respective operations or properties. No investigation conducted additional investigations or disclosures shall affect Holding's or Comsys' representations and warranties contained herein, or limit or otherwise affect the remedies available to the Company pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to The provisions of the data Confidentiality Agreement, dated July 16, 2003, as amended, between Comsys and information disclosed pursuant to this Section 6.1the Company (as so amended, the parties "CONFIDENTIALITY AGREEMENT") shall comply with, remain in full force and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained effect in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesaccordance with its terms. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (which such Person shall use commercially reasonable efforts to cause the counterparty thereto to waive), 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 Subsidiary and each of their respective officersRepresentatives, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Company Representatives”) to, : (i) provide to Parent and its the Purchaser and their respective Representatives (collectively, the “Parent Representatives”) reasonable access at reasonable times during normal business hours upon prior notice to the personnel, 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 books, records and records thereof, Contracts thereof (including Tax Returns) and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, 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 request (it being understood that a request for information as may of the type provided by the Company to the Purchaser prior to the date hereof shall be required to prepare any required fillings under the Securities Act or the Exchange Actdeemed reasonable for this purpose). No investigation conducted pursuant to this Section 6.1(a5.3(a) shall affect or be deemed to modify or limit any representation representations, warranties, conditions or warranty made rights of the parties hereto 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. (b) From the date of this Agreement Prior to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With with respect to the data and information disclosed pursuant to this Section 6.15.3(a), the parties Parent shall comply with, and shall cause their respective the Parent Representatives to comply with, their all of its obligations under the letter agreementConfidentiality Agreement, dated July 21, 2009, as of May 6amended, 2005, by and between AMCE the Company and Loews Parent (the “Confidentiality Agreement”). Notwithstanding anything else contained ; provided that Parent shall be entitled to share any Confidential Information (as defined in this the Confidentiality Agreement, each Party hereto () and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure otherwise discuss consideration of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to by this Agreement or their respective Affiliates with respect to this Agreement, potential debt and equity financing sources and the parties Confidentiality Agreement shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)deemed so amended.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeUpon reasonable notice, the Company shall, 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) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice afford to the officers, employees, accountants, counsel and other representatives of Parent or USF&G, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, employees, auditors, agents, propertiesrepresentatives and records and, offices during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other facilities document filed or received by it during such period pursuant to SEC requirements; (including each theatre premisesiii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and the Company its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, taken as a whole; and (iiiv) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the its business, properties, Contracts, assets, liabilities, properties and personnel and as the other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives party 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. (b) From the date of this Agreement to the Effective TimeUpon reasonable notice, Parent shall, shall (and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the Parent Subsidiaries and to the books and records thereof, and date hereof or (ii) subject to applicable Laws relating matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the exchange of informationCompany, furnish promptly (a) each SAP Annual Statement and SAP Quarterly Statement filed by such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its party's Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, during such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted period pursuant to this Section 6.1(bthe requirements of any applicable law; (b) shall affect a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all correspondence or be deemed written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which primarily relates to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companytransactions contemplated hereby. (c) With respect to The Confidentiality Agreement dated June 26, 1997 (the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005"Parent Confidentiality Agreement"), between AMCE Parent and Loews the Company and the confidentiality agreement dated July 30, 1997 (the “"Company Confidentiality Agreement”"). Notwithstanding anything else contained in this Agreement, each Party hereto (between the Company and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates Parent shall apply with respect to this Agreement, the parties shall not be required to provide the access information furnished thereunder or hereunder and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)any other activities contemplated thereby.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (awhich such person shall use commercially reasonable efforts to cause the counterparty to waive) From from the date of this Agreement to the Effective Time, the Company and Parent shall, and shall cause each of the Company their respective Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, investment bankers, advisors, representatives and agents and other representatives (collectively, “Representatives”) to, to (ia) provide to Parent the other party and its respective Representatives access at reasonable times upon reasonable 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 party 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, thereof and (iib) 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 as the Company other party and its Representatives may reasonably request, including without limitation, except for such information as may be required or agreements set forth in Section 6.3 to prepare any filings under the Securities Act Company Disclosure Letter or Section 6.3 to the Exchange ActParent Disclosure Letter. No investigation conducted pursuant to this Section 6.1(b) 6.3 shall affect or be deemed to modify or limit any representation or warranty made in this AgreementAgreement or the conditions to the obligations to consummate the Merger. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.16.3, the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementMutual Confidentiality Agreement, dated as of May 6January 13, 2005, between AMCE previously executed by the Company and Loews Parent (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the date period prior to the Effective Time or the termination of this Agreement 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 and its Subsidiaries or violate applicable Law, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of the Company’s current and prior auditors). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), to the extent permitted by applicable Law, following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Subsidiaries and use commercially reasonable efforts to cause each Personnel as Parent may reasonably request. No investigation by Parent or any of the Company JVs and each of their respective its officers, directors, employees, investment bankers, attorneys, accountants, advisors, accountants or other advisors or representatives and agents no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the Parties (collectively, “Representatives”or remedies with respect thereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice or the conditions to the obligations of the Parties under this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, agentsinvestment bankers, propertiesattorneys, offices accountants and other facilities (including each theatre premises) of advisors and representatives to hold, any and all information received from the Company and confidential in accordance with 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 Confidentiality 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. (b) From Subject to applicable law, the date of this Agreement to the Effective Time, Company and Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Subsidiaries to, (i) provide cooperate to ensure an orderly transition and integration process in connection with the Company Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanySubsidiaries. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From During the date of this Agreement Pre-Closing Period, the Company shall provide Parent with (i) reasonable access to the Effective Timeemployees of the Company or any Company Subsidiaries (“Employees”), during regular business hours, upon reasonable advance notice and without unduly interfering with operations for the purpose of providing Parent with an opportunity to discuss post-Closing employment terms and opportunities; provided that one of the persons identified in clause (a) of “Knowledge” shall be permitted to attend any meetings with employees, and (ii) to the extent reasonably requested by Parent, information about each Employee, including the current terms and conditions of his or her employment, and complete copies or, where not previously reduced to writing, summaries of all current agreements and arrangements with each such Employee, subject to applicable Law. Upon reasonable notice, during the Pre-Closing Period, the Company shall, and shall cause each of the Company Subsidiaries Subsidiary 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 Representatives to (collectively, “Representatives”) to, (i1) provide to Parent and its Merger Sub and the Parent Representatives access access, at reasonable times upon prior notice notice, to Company Representatives and 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, thereof and (ii2) 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, and the Company Subsidiaries as Parent and its Representatives may reasonably request, including without limitation, ; provided that such information as may investigation shall only be required to prepare any required fillings under the Securities Act or the Exchange Actupon reasonable notice and shall be at Parent’s sole cost and expense. No investigation conducted pursuant to this Section 6.1(a) 5.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access Without limiting the foregoing, the Company shall afford promptly furnish to Parent the opportunity, outside of reports with respect to the Company’s normal hours consolidated working capital and Cash and Cash Equivalent balances prepared in the ordinary course of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentbusiness consistent with past practice. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.15.3(a), the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementConfidentiality Agreement, dated as of May 6December 16, 20052015, between AMCE as amended, executed by the Company and Loews Parent (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (dc) Notwithstanding This Section 5.3 shall not require the foregoing provisionsCompany to permit any access, or to disclose any other provisions information, that would reasonably be expected to (i) result in any violation of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates its obligations with respect to this Agreementconfidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of a necessary Third Party to such inspection or disclosure or (ii) cause any privilege (including attorney-client privilege) that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation; provided that, the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Company (after consultation with counsel, which may be required in-house counsel)) reasonably be likely to provide result in the access and information otherwise required hereby violation of any such obligations with respect to records and information relevant confidentiality or reasonably be likely to cause such privilege to be undermined with respect to such dispute information or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which case may be in-house counsel)) be managed through the Laws governing information sharing applicable use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the other party shall be provided access to such disputes information; provided, further, that the Company shall govern(x) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or any Company Subsidiaries’ confidentiality obligations or are reasonably likely to cause such privilege to be undermined and (y) communicate to the Parent and Merger Sub in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.3(c)).

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 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 directors and other facilities (including each theatre premises) employees of the Company and the Company Subsidiaries andSubsidiaries, to, afford the officers, employees and agents of Parent and Merger Sub, at their sole cost and risk, reasonable access during normal business hours and upon no less than two business days’ advance written notice, from the date hereof through the Effective Date, to the extent available to all of the Company, ’s and the Company JVsSubsidiaries’ officers, employees, properties, facilities, books, records, non-privileged correspondence (in each case, whether in physical or electronic form), contracts and other assets, and shall request and use its commercially reasonable efforts to the books cause its agents, accountants, counsel, financial advisors and records thereofother Representatives to provide such access, and shall promptly furnish Parent and Merger Sub (i) all financial, operating and other similar data and information, (ii) subject to applicable Laws relating a copy of each report, schedule and other document filed or submitted by it pursuant to the exchange requirements of informationfederal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities laws, furnish promptly such (iii) all other non-privileged information concerning its and the Company Subsidiaries’ business, propertiesproperties and personnel, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, in each case (x) as Parent and its Representatives through their officers, employees or agents may reasonably request, including (y) that are in the possession, custody or control of the Company or a Company Subsidiary and (z) the disclosure of which would not violate any Law. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and without limitation, such information as may be required disruption or damage to prepare any required fillings under the Securities Act Company’s operations or the Exchange Actproperties. No investigation conducted additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and 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. (b) From the date of this Agreement to Until the Effective Time, Parent shall, and shall cause each the provisions of the Parent Subsidiaries Confidentiality Agreement dated October 9, 2007 and each of their respective Representatives toas amended on January 22, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers2008, employees, agents, properties, offices and other facilities (including each theatre premises) of between Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained ) shall remain in this Agreement, each Party hereto (full force and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieseffect in accordance with its terms. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Subject to the restrictions imposed by the HSR Act and Foreign Antitrust Laws, from and after the date of this Agreement to until the Effective Control Time, the Company shall, and shall cause each of the Company Subsidiaries and will use commercially reasonable best 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 give Parent and its Purchaser and their respective Representatives reasonable access at reasonable times upon prior notice during normal business hours to the officers, all employees, agents, propertiesplants, offices and other facilities and to all books, contracts, commitments and records (including each theatre premisesTax returns) of the Company and the Company its Subsidiaries and, to the extent available to and cause the Company, the Company JVs, ’s Representatives to provide access to their work papers and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such other 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 or Purchaser may reasonably request, including without limitation(ii) permit Parent and Purchaser to make such non-invasive inspections as they may reasonably request, (iii) cause its and its Subsidiaries’ officers to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Parent or Purchaser may be required from time to prepare time reasonably request, and (iv) furnish promptly to Parent and Purchaser a copy of each report, schedule and other document filed or received by the Company or any required fillings under the Securities Act or the Exchange Act. No investigation conducted of its Subsidiaries during such period 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 requirements 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 Parentfederal or state securities Laws. (b) From the date of this Agreement Information obtained by Parent or Purchaser pursuant to Section 6.2(a) shall be subject to the Effective Time, Parent shall, and shall cause each provisions of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Confidentiality Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With Nothing in this Section 6.2 shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate any of its respective obligations with respect to confidentiality, provided that the data and information disclosed pursuant Company shall use its commercially reasonable efforts to this Section 6.1, obtain the parties shall comply with, consent of such third party to such inspection or disclosure and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of disclose or describe such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating information to the transactionsfullest extent possible consistent with such obligations, as well as all materials or (ii) result in a violation of any kind (applicable law, including opinions the HSR Act or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesForeign Antitrust Laws. (d) Notwithstanding No investigation by and of any party or its Representatives shall affect the foregoing provisionsrepresentations, warranties, covenants, agreements, rights or any other provisions remedies of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)set forth herein.

Access to Information; Confidentiality. (a) From Subject to the terms and conditions of this Agreement and applicable Law, from the date of this Agreement to until the Effective Timeearlier of the termination of this Agreement or the Closing, the Company Retail Sellers and the Jeanswear N.V. Sellers (as the case may be) shall, and each of them shall cause their Representatives to, give the Purchaser and its Representatives, investment bankers, attorneys and accountants reasonable access to the business of each Jeanswear N.V. Company or each Retail Company (as the case may be), as well as their respective operations, properties, personal property, books and records, Contracts and commitments during normal business hours and upon prior notice (provided, that, such access shall not unreasonably interfere with normal operations of any Company and, in the Sellers' discretion, such access may be monitored by an Affiliate or Representative of the Sellers) and shall furnish to the Purchaser and its authorized Representatives, investment bankers, attorneys and accountants such financial and operating data, including financial reports prepared for the directors and officers of any Jeanswear N.V. Company Subsidiaries or each Retail Company (as the case may be) or the Sellers, and other information as the Purchaser may reasonably request and instruct the Representatives of the Companies to assist the Purchaser in its investigation of any Company. Without limiting the generality of the foregoing, the Jeanswear N.V. Sellers or the Retail Sellers (as the case may be) shall (a) provide, or cause to be provided, reasonable access to the properties of any Company and (b) use their commercially reasonable efforts to provide, or cause each of the Company JVs and each of their respective officersto be provided, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives reasonable access at reasonable times upon prior notice to the officersproperties of any Company Service Provider, employeesin each case, agents, properties, offices and other facilities (including each theatre premises) as the Purchaser may request for purposes of performing audits in order to determine whether the Company Jeanswear N.V. Sellers and the Company Subsidiaries andRetail Sellers are in compliance with the representations and warranties set forth in Sections 4.23(b) and 5.22(b), 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 Parentrespectively. (b) From For a period of three years following the date of this Agreement to hereof, the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, Jeanswear N.V. Sellers (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With with respect to the data and information disclosed pursuant to this Section 6.1Jeanswear N.V. Companies), the parties shall comply withRetail Sellers (with respect to the Retail Companies), and the Purchaser shall, and shall cause their respective Representatives to comply withRepresentatives, their obligations under Affiliates, investment bankers, attorneys, accountants and agents to, keep confidential and not disclose or transfer any information regarding any Company or the letter agreement, dated as of May 6, 2005, between AMCE and Loews Purchaser (in the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation case of any kindSeller), or the tax treatment and tax structure Sellers (in the case of the Purchaser) obtained in connection with the transactions contemplated herein and all tax strategies relating to hereby or otherwise unless such information (i) is or becomes publicly available (other than as a result of breach of this Section 7.2(b)), (ii) is disclosed after written approval for such disclosure has been given by the transactionsPurchaser or the Sellers, as well as all materials appropriate or (iii) is requested pursuant to, or required by applicable Law, to be disclosed (provided, that, the party receiving such request shall promptly notify the Purchaser, in the case of any kind (including opinions of the Sellers, or the Sellers, in the case of the Purchaser, so that the applicable party may seek a protective order or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall governappropriate remedy).

Access to Information; Confidentiality. (a) From Subject to Section 7.1(b), from the date Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to the Effective TimeArticle X, the Company shall, Target shall (i) provide to Parent (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 Parent’s officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (collectively, “Representatives”other representatives) to, (i) provide to Parent and its Representatives reasonable access at reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Target to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of the Company Target, and the Company Subsidiaries and, to the extent available to the Company, the Company JVswork papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the books business and records thereof, affairs of the Target; and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly to Parent such information concerning the business, properties, Contractscontracts, assets, liabilitiesLiabilities, personnel and other aspects of itself Target as reasonably requested. Subject to Section 7.1(b), from the Agreement Date until the earlier of the Effective Time and its Subsidiaries andthe date, to the extent available to the Companyif any, 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 on which this Agreement is terminated 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. (b) From the date of this Agreement to the Effective TimeArticle X, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company Target (and its Representatives Target’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access at reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and its Subsidiaries to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of the Parent Subsidiaries and its Subsidiaries, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the books business and records thereof, affairs of the Parent and its Subsidiaries; and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly to Target such information concerning the business, properties, Contractscontracts, assets, liabilitiesLiabilities, personnel and other aspects of itself Parent and its Subsidiaries as reasonably requested. Each of Parent and Target shall use its reasonable efforts to give prompt notice to the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare other party of any filings under the Securities Act event or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit circumstance of which it becomes aware that results in any representation or warranty made by such party contained in this Agreement being untrue or inaccurate in any material respect or Target, Parent or Merger Sub, as the case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that the receipt of any information or the delivery of any notice pursuant hereto shall not limit or otherwise affect either party’s rights or obligations under this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (cb) With respect to the data Each of Target and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto Parent (and each Representative of such PartyTarget’s and Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, respectively) may disclose shall hold in confidence all nonpublic information so received in accordance with the terms of the Confidentiality Agreement. If this Agreement is terminated, the Confidentiality Agreement shall continue in full force and effect and shall apply to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating information delivered by either party to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of in connection with this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From During the Interim Period, to the extent permitted by applicable Law and contracts, each Party shall, and shall cause each of its Subsidiaries to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, personnel and records and, during such period, each of the Company and Park shall, and shall cause the Company Subsidiaries and the Park Subsidiaries, respectively, to, (i) furnish to the other Party all other information (financial or otherwise) concerning its business, properties, offices, books, contracts, records and personnel as such other Party may from time to time reasonably request, (ii) furnish reasonably promptly to the other Party a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, except to the extent such materials are otherwise publicly available, and (iii) with respect to the Company and the Company Subsidiaries and subject to the terms of the Company Ground Leases and the Company Leases, facilitate reasonable access for Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties in order to prepare or cause to be prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other environmental assessments that do not involve invasive testing or sampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to any Company Property that Parent deems to be reasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, however that Parent shall indemnify the Company for any losses, costs or damages caused by the access described in clause (iii) of this Section 7.5(a); provided, further, that no investigation pursuant to this Section 7.5 shall affect or be deemed to modify any of the representations or warranties made by the Company or the Park Parties, as applicable, hereto and all such access shall be coordinated through the Company or Park, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor the Park Parties shall be required by this Section 7.5 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Park, as applicable, has used its reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (if the Company or Park, as applicable, has used its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or legal duty), or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (if the Company or Park, as applicable, has used its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege). Each of the Company and the Park Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior 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) Park Parties 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply withnot, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which the other Party has a business relationship regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party not to be unreasonably withheld, conditioned or delayed (provided that, for the avoidance of doubt, nothing in this Section 7.5(a) shall be deemed to restrict a Party and its respective Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the ordinary course)). (b) Each of the Company and Park shall hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.5, in confidence to the extent required by and in accordance with, and will otherwise comply with, their obligations under the letter agreement, dated as terms of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained , which shall remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the termination of this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (dc) Notwithstanding The Company shall cooperate and participate, as reasonably requested by Park from time to time and to the foregoing provisionsextent consistent with applicable Law, or any other provisions in Park’s efforts to oversee the integration of this Agreementthe Parties’ operations in connection with, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreementand taking effect upon consummation of, the parties shall not be required to provide the access Merger, including providing such reports on operational matters and information otherwise required hereby with respect to records participating on such teams and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)committees as Park may reasonably request.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Timecompliance with applicable Law, the Company Target 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 Representatives access at reasonable times upon prior notice to the officers, employees, agentsaccountants, counsel, financial advisors and other representatives (collectively, the “Parent Representatives”), reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries andbooks, to the extent available to the Companycontracts, 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, liabilitiescommitments, personnel and other aspects records and shall cause its and its Subsidiaries’ outside counsel, accountants and financial advisors to cooperate with Parent and the Parent Representatives in their investigation of itself Target and its Subsidiaries and, to the extent available to the Companyduring such period, 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide furnish promptly to the Company 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 Parent and the Parent Subsidiaries Representatives (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the books requirements of applicable Law (including federal and records thereof, state securities laws) and (iib) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the its and its Subsidiaries’ business, properties, Contracts, assets, liabilities, properties and personnel and other aspects as Parent or any of itself and its Subsidiaries as the Company and its Parent Representatives may reasonably request, including without limitation, provided that Target shall not have any obligation to deliver any such information as may be required to prepare the extent that Target determines, in it sole and absolution discretion, that such information is of a competitive nature or sensitive to the operations of Target or any filings under the Securities Act or the Exchange Actof its Subsidiaries. No investigation conducted All information provided pursuant to this Section 6.1(b5.8(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect subject to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter confidentiality agreement, dated as of May 6April 1, 2005, 2010 between AMCE Target and Loews Parent (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (db) Notwithstanding Subject to compliance with applicable Law, Parent shall, provide to Target and its officers, employees, accountants, counsel, financial advisors and other representatives (collectively, the foregoing provisions“Target Representatives”), such information concerning its and its Subsidiaries’ business, properties and personnel as Target or any other provisions of this Agreementthe Target Representatives may reasonably request; provided that Parent shall not have any obligation to deliver any such information to the extent that Parent determines, if in it sole and absolution discretion, that such information is of a competitive nature or sensitive to the operations of Parent or any dispute is pending among the parties of its Subsidiaries. All information provided pursuant to this Agreement or their respective Affiliates with respect Section 5.8(b) shall be subject to this the Confidentiality Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Section 5.6.1 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party, and subject to applicable Law, from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries Subsidiary to: (A) provide to Parent and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, “Parent Representatives”) to), (i) provide to Parent and its Representatives access at upon reasonable times upon prior notice to the officersCompany, employees, agents, properties, offices and other facilities (including each theatre premises) reasonable access during normal business hours to the officers 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, thereof and (iiB) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, and the Company Subsidiaries as Parent and its or the Parent Representatives may reasonably request; provided, including without limitationhowever, that any such information access shall be conducted at a reasonable time, upon reasonable advance notice to the Company and in such a manner as may not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary; provided further, that the Company shall not be required to prepare (or cause any Company Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Section 5.6.2 Except as otherwise required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect any confidentiality agreement or be deemed similar agreement or arrangement to modify which Parent or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunitySubsidiary is a party, outside of the Company’s normal hours of operationand subject to applicable Law, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From from the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Subsidiary to, : (iA) provide to the Company and its Representatives access at officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”), upon reasonable times upon prior notice to Parent, reasonable access during normal business hours to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) officers of Parent and the Parent Subsidiaries and to the books and records thereof, thereof and (iiB) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself Parent and its the Parent Subsidiaries as the Company and its or the Company Representatives may reasonably request; provided, including without limitationhowever, that any such information access shall be conducted at a reasonable time, upon reasonable advance notice to Parent and in such a manner as may not to interfere unreasonably with the operation of any business conducted by Parent or any Parent Subsidiary; provided further, that Parent shall not be required to prepare (or cause any filings under Parent Subsidiary to) so afford such access or furnish such information to the Securities Act or extent that doing so would result in the Exchange Act. No investigation conducted pursuant to this loss of attorney-client privilege. Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford 5.6.3 Within 20 Business Days following the date hereof, the Company will deliver to Parent a true and accurate copy of each Contract to which the opportunityCompany or any Company Subsidiary, outside or any of Parent’s normal hours their respective assets, properties, businesses or operations is a party to, or bound or affected by, or receives benefits under, and that: (a) prohibits or restricts the Company or any Company Subsidiary from soliciting any person for employment or hire, or (b) fits within the description set forth in the parenthetical in the last six lines of operation, to conduct visual inspections, take measurements, make surveys Section 3.12(f) and perform any standard “phase I” environmental inspections deemed desirable by that were not included in Section 3.12 of the CompanyCompany Disclosure Schedule. (c) Section 5.6.4 The Company shall provide Parent with the periodic reports set forth on Section 5.6.4 of the Company Disclosure Schedule. Section 5.6.5 With respect to the data and information disclosed pursuant to this Section 6.15.6, the parties shall comply with, and shall cause their respective Representatives representatives to comply with, all of their obligations under the letter agreement, dated as of May 6June 25, 20052012, between AMCE entered into by the Company and Loews Parent (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Subject to applicable Law and Section 6.4(b), upon reasonable notice during the date of this Agreement to the Effective TimePre-Closing Period, the Company shall, shall (and shall cause each its Subsidiaries to) afford the Commitment Parties and their Representatives upon request reasonable access, during normal business hours and without unreasonable disruption or interference with the Company’s and its Subsidiaries’ business or operations, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts and records and, during the Pre-Closing Period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to such parties all reasonable information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party, provided that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company or any of its Subsidiaries and use to violate any of their respective obligations with respect to confidentiality to a third party if the Company shall have used its commercially reasonable efforts to cause each obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (ii) to disclose any legally privileged information of the Company JVs or any of its Subsidiaries or (iii) to violate any applicable Laws or Orders. All requests for information and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide access made in accordance with this Section 6.4 shall be directed 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) an executive officer 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 or 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 Person 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 designated by 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 Parentexecutive officers. (b) From and after the date hereof until the date that is one (1) year after the expiration of this Agreement to the Effective TimePre-Closing Period, Parent each Commitment Party shall, and shall cause each of the Parent Subsidiaries and each of their respective its Representatives to, (i) keep confidential and not provide or disclose to the Company and any Person any documents or information received or otherwise obtained by such Commitment Party or its Representatives access at reasonable times upon prior notice pursuant to Section 6.4(a), Section 6.5 or in connection with a request for approval pursuant to Section 6.3 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the officers, employees, agents, properties, offices other Transaction Agreements and other facilities who agrees to observe the terms of this Section 6.4(b) (including each theatre premises) and such Commitment Party will remain liable for any breach of Parent and the Parent Subsidiaries and to the books and records thereofsuch terms by any such Affiliate or Representative)), and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly not use such documents or information concerning the business, properties, Contracts, assets, liabilities, personnel and for any purpose other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act than in connection with this Agreement or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect other Transaction Agreements or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or subsequently becomes generally available to the transactionspublic through no violation of this Section 6.4(b), as well as all materials (B) becomes available to a Commitment Party or its Representatives on a non-confidential basis from a source other than the Company or any of its Subsidiaries or any kind of their respective Representatives, (including opinions C) becomes available to a Commitment Party or its Representatives through document production or discovery in connection with the Chapter 11 Cases or other tax analyses) that are provided judicial or administrative process, but subject to any confidentiality restrictions imposed by the Chapter 11 Cases or other such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisionsprocess, or (D) such Commitment Party or any Representative thereof is required to disclose pursuant to judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Commitment Party or such Representative shall provide the Company with prompt written notice of such legal compulsion and cooperate with the Company to obtain a protective Order or similar remedy to cause such information or documents not to be disclosed, including interposing all available objections thereto, at the Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other provisions of this Agreement, if any dispute similar remedy is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreementnot obtained, the parties disclosing party shall not be furnish only that portion of such information or documents that is legally required to provide be disclosed and shall exercise its commercially reasonable efforts (at the access Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)or documents.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the The Company shall, shall (and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs its and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives auditors and agents (collectively, “Representatives”to) to, (i) provide afford to Parent and its Representatives access at reasonable times upon prior notice to the Parent's officers, employees, agentsfinancial advisors, legal counsel, accountants, consultants and other representatives access during normal business hours throughout the period prior to the Effective Time to all of its books and records and its properties, offices plants and other facilities (including each theatre premises) of the Company and the Company Subsidiaries personnel and, to the extent available to the Companyduring such period, the Company JVsshall furnish promptly to Parent a copy of each report, schedule and other document filed or received by it pursuant to the books and records thereofrequirements of federal securities laws, 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 provided that no investigation conducted pursuant to this Section 6.1(a) shall affect any representations or be deemed warranties made herein or the conditions to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside obligations of the Company’s normal hours of operation, respective parties to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentconsummate the Merger. (b) From the date of this Agreement to the Effective Time, Parent shall, shall (and shall cause each of the Parent its Subsidiaries and each of its and their respective Representatives officers, directors, employees, auditors and agents to, (i) provide afford to the Company and its Representatives access at reasonable times upon prior notice to the Company's officers, employees, agentsfinancial advisors, propertieslegal counsel, offices accountants, consultants and other facilities (including each theatre premises) of Parent and representatives access during normal business hours throughout the Parent Subsidiaries and period prior to the Effective Time to all of its books and records thereofand its properties, plants and (ii) subject to applicable Laws relating personnel and, during such period, Parent shall furnish promptly to the exchange Company a copy of informationeach report, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel schedule and other aspects document filed or received by it pursuant to the requirements of itself and its Subsidiaries as the Company and its Representatives may reasonably requestfederal securities laws, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No provided that no investigation conducted pursuant to this Section 6.1(b) shall affect any representations or be deemed warranties made herein or the conditions to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company obligations of the opportunity, outside of Parent’s normal hours of operation, respective parties to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by consummate the CompanyMerger. (c) With respect to the data Unless otherwise required by law, each party agrees that it (and information disclosed pursuant to this Section 6.1, the parties shall comply with, its Subsidiaries and shall cause its and their respective Representatives to comply withrepresentatives) shall hold in confidence all non-public information acquired in accordance with the terms of the Mutual Agreement of Confidentiality dated November 11, their obligations under 1999 between Parent and the letter agreement, dated as of May 6, 2005, between AMCE and Loews Company (the “"Confidentiality Agreement”"). Notwithstanding anything else contained in this Agreement; provided, each Party hereto (and each Representative of such Party) may disclose to any and all personshowever, without limitation of any kind, that the tax treatment and tax structure termination date of the transactions contemplated herein and all tax strategies relating Confidentiality Agreement is hereby extended to the transactionsJune 30, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies2000. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date of this Agreement to hereof until the Company Merger Effective Time, the Company shall, and shall cause each the U.S. Subsidiaries and Foreign Subsidiaries and the Representatives of the Company and the U.S. 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”) Foreign Subsidiaries to, (i) provide to afford Parent and its Representatives Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities (including each theatre premises) facilities, books and records of the Company and each U.S. Subsidiary and Foreign Subsidiary, and all other financial, operating and other data and information as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each case Parent informs the Company Subsidiaries and, to the extent available to the Company, in advance and provides the Company JVsa reasonable opportunity to observe such discussions, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its U.S. Subsidiaries or Foreign Subsidiaries, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to the books and records thereofobserve such discussions, provided, that clauses (i) and (ii) subject shall not be applicable to applicable Laws relating contacts or discussions not related to the exchange of information, furnish promptly such information concerning transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and Company’s executive officers or its Subsidiaries and, financial advisors or (iii) damage any property or any portion thereof except to the extent available such damage caused by Parent or its Representatives is fully restored to its condition prior to such damage by Parent at its sole cost and expense. Without limiting the Companyprovisions of this Section 7.03(a) and subject to any rights of tenants under Company Contracts, the Company JVs, as Parent and its Representatives may reasonably requestshall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including without limitationsoil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such information as may inspection. Notwithstanding the foregoing, neither the Company nor any of the U.S. Subsidiaries or Foreign Subsidiaries shall be required to prepare any required fillings under provide access to or to disclose information where such access or disclosure would jeopardize the Securities Act attorney-client privilege of the Company or the Exchange ActU.S. Subsidiaries or Foreign Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that the Company and the U.S. Subsidiaries and Foreign Subsidiaries shall use commercially reasonable efforts to obtain consent from the applicable Third Party or enter into a customary joint defense agreement to enable the disclosure of such information). No investigation conducted pursuant to under this Section 6.1(a) 7.03, however, 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. (b) From the date of this Agreement Prior to the Company Merger Effective Time, all information obtained by Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 7.03 shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this Agreement. Such access shall afford accordance with the confidentiality agreement dated May 9, 2007 between Tishman Speyer Development Corp. and the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained the foregoing, Parent and its Representatives may furnish Evaluation Material (as defined in this the Confidentiality Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation Person in connection with such Person’s potential investment in or provision of any kind, the tax treatment and tax structure financing to Parent or its affiliates or evaluation of the transactions contemplated herein and all tax strategies relating acquisition of assets of the Company, U.S. Subsidiary or Foreign Subsidiary in connection with or following the Closing, in each case, so long as any such Person has entered into a confidentiality agreement with the Company substantially similar to the transactions, as well as all materials of any kind (including opinions Confidentiality Agreement or other tax analyses) that are provided has agreed in writing to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding be bound by the foregoing provisions, or any other provisions of this Agreement, the Confidentiality Agreement to the same extent as if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)an original party signatory thereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law and confidentiality agreements, including that certain confidentiality agreement dated July 11, 2006 between Parent, Bear, Sxxxxxx & Co. Inc. and the Company (the “Confidentiality Agreement”), from the date of this Agreement to until the Effective Time, the Company shall, 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 Parent’s Representatives access at access, during normal business hours and upon reasonable times upon prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject furnish to applicable Laws relating Parent all monthly and quarterly statements of revenue and expense, earnings, sales, trial balances and such other similar statements as are regularly and customarily provided to senior management of the exchange of information, Company promptly following delivery to such senior management and (iii) furnish promptly to Parent such information concerning the business, properties, Contractscontracts, 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 or 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. (b) From the date Each of this Agreement to the Effective Time, Parent and Merger Sub shall, and shall cause each of the Parent Subsidiaries its affiliates and each of their respective Representatives to, (i) provide to comply with the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, Confidentiality Agreement as if a party thereto and (ii) subject to applicable Laws relating hold in strict confidence as Evaluation Material (as defined in the Confidentiality Agreement) all nonpublic documents and information furnished or made available by one party to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel other(s) and other aspects of itself their respective affiliates and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanyRepresentatives. (c) With respect to the data and information disclosed No investigation pursuant to this Section 6.1, 6.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From TURNKEY shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to TTHX and its representatives reasonable access during normal business hours during the date period prior to the Effective Time to its and to TURNKEY ’s properties, books, contracts, commitments, personnel and records and, during such period, TURNKEY shall, and shall cause its officers, employees and representatives to, furnish promptly to TTHX all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of this Agreement determining the accuracy of the representations and warranties of TTHX set forth herein and compliance by TTHX of its obligations hereunder, during the period prior to the Effective Time, TTHX shall provide TURNKEY and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable TURNKEY to confirm the Company accuracy of the representations and warranties of TTHX set forth herein and compliance by TTHX of its obligations hereunder, and, during such period, TTHX 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 its officers, directors, employees, attorneys, accountants, advisors, employees and representatives and agents (collectively, “Representatives”) to, furnish promptly to TURNKEY upon its request (i) provide to Parent a copy of each report, schedule, registration statement and its Representatives access at reasonable times upon prior notice other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of TURNKEY and TTHX will hold, and will cause its respective directors, officers, employees, agentsaccountants, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) of the Company representatives and the Company Subsidiaries andaffiliates to hold, 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 any nonpublic 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 Parentconfidence. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 5.01 shall affect any representations or be deemed to modify warranties of the parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. All information furnished pursuant to this Agreement shall be subject to the Amended and Restated Confidentiality Agreement, dated as of October 4, 2020 (a) From as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”), between Parent and the Company. On reasonable notice, during normal business hours during the period from the date of this Agreement to the earlier of the First Effective TimeTime or the termination of this Agreement, solely in connection with the Mergers and the other transactions contemplated hereby or integration planning relating thereto, (i) 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 Representatives reasonable access at reasonable times upon prior notice to the officers, employees, agents, its properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries andbooks, to the extent available to the Company, the Company JVs, and to the books contracts and records thereof, and (ii) the Company shall, and shall cause its respective Subsidiaries to, make available to Parent all other information not made available pursuant to clause (i) of this Section 8.01(a) concerning its businesses, properties and personnel, in the case of each of clause (i) and (ii), as the other party reasonably requests and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. During such period described in the immediately preceding sentence, on reasonable notice and subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel Applicable Law and other aspects of itself and its Subsidiaries and, to the extent available to the Companyduring normal business hours, the Company JVs, as shall instruct its pertinent Representatives to reasonably cooperate with Parent and in its Representatives may reasonably request, including without limitation, review of any such information as may be required provided or made available pursuant to prepare any required fillings under the Securities Act or the Exchange Actimmediately preceding sentence. No information or knowledge obtained in any review or investigation conducted pursuant to this Section 6.1(a) 8.01 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 or Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and during normal business hours, from the date of this Agreement to hereof until 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 auditors and agents (collectively, “Representatives”) of the Company and the Company Subsidiaries to, (i) provide to afford the officers, employees and other Representatives of Parent and its Representatives Purchaser reasonable access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices offices, plants and other facilities facilities, books and records of the Company and each Company Subsidiary, including the Owned Company Intellectual Property, and shall furnish Parent and Purchaser with such financial, operating and other data and information (including each theatre premisesthe work papers of the Company’s accountants, subject to the prior written consent of the Company’s accountants) as Parent or Purchaser, through their officers, employees and other Representatives, may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In the event that the Company does not provide access or information in reliance on the preceding proviso, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries and, or unreasonably create a risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries. Any access to any Company Leased Real Property shall be subject to the extent available to terms of the Company, the Company JVs, applicable lease agreement 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 reasonable security measures and perform any standard “phase I” environmental inspections deemed desirable by Parentinsurance requirements. (b) From the date of this Agreement to the Effective Time, All information obtained by Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted Purchaser pursuant to this Section 6.1(b) 7.4 shall affect or be deemed to modify or limit any representation or warranty made held confidential in this accordance with the Mutual Non-Disclosure Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6April 15, 20052010, between AMCE Parent and Loews the Company (the “Confidentiality Agreement”). Notwithstanding anything else contained . (c) The Company shall consult with Parent in this Agreementgood faith as reasonably requested by Parent to report material (individually or in the aggregate) operational developments, each Party hereto (material changes in the status of relationships with customers and each Representative potential customers and material changes in the status of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesongoing operations. (d) Notwithstanding the foregoing provisionsNo investigation pursuant to this Section 7.4 or otherwise shall affect any representation, warranty, covenant or other agreement in this Agreement of any party hereto or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement hereto or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)any Tender Offer Condition.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective Time, each of the Company and Parent 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 its subsidiaries, officers, directors, employees, attorneys, accountants, advisors, representatives auditors and other agents (collectively, “Representatives”) to, (i) provide to Parent afford the officers, employees, auditors and its Representatives other agents of the other, reasonable access at all reasonable times upon prior notice to the its officers, employees, agents, properties, offices offices, plants and other facilities (including each theatre premises) of and to all books and records, and shall furnish such with such financial, operating and other data and information as the Company and the Company Subsidiaries and, to the extent available to Parent or the Company, as the Company JVscase may be, and through its officers, employees or agents may from time 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 time 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. (b) From Each of Parent and Purchaser will hold and will cause its officers, employees, auditors and other agents to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the date written opinion of this Agreement to the Effective Timeits legal counsel, Parent shallby other requirements of law, all documents and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to information concerning the Company and its Representatives access at reasonable times upon prior notice subsidiaries furnished to Parent or Purchaser in connection with the officerstransactions contemplated in this Agreement in accordance with the provisions of the letter dated April 2, employees, agents, properties, offices and other facilities (including each theatre premises) of 1997 between Parent and the Company (the "Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Confidentiality Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company"). (c) With respect The Company will hold and will cause its officers, employees, auditors and other agents to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all documents and information concerning Parent and its subsidiaries (including Purchaser) furnished to the data and information disclosed pursuant to Company in connection with the transactions contemplated in this Section 6.1, Agreement in accordance with the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under provisions of the letter agreement, dated as of May 6, 2005, 1997 between AMCE the Company and Loews the Parent (the “"Company Confidentiality Agreement”"). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 6.2 shall affect any representations or any other provisions warranties of this Agreement, if any dispute is pending among the parties herein or the conditions to this Agreement or their respective Affiliates with respect to this Agreement, the obligations of the parties hereto. (e) The Company will use reasonable efforts to cause its executive officers and employees to assist the proposed lenders, underwriters or initial purchasers (the "Proposed Financiers") of the permanent financing proposed to be incurred or assumed by the Company and/or its subsidiaries at or following the Effective Time. Such assistance shall not be required to provide reasonably requested by the access Proposed Financiers and information otherwise required hereby shall include, without limitation: (i) assistance in preparing offering memoranda, syndication materials or other selling or marketing materials, (ii) attendance at meetings with respect to records prospective investors, including a customary "roadshow" as may be determined by the Proposed Financiers and information relevant to such dispute (in which case iii) making available or directing the Laws governing information sharing applicable to such disputes shall govern)assistance of the Company's auditors, counsel and/or other advisors or agents, including the preparation of financial statements and "comfort letters."

Access to Information; Confidentiality. Upon reasonable notice and subject to (ai) From restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the date Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of this Agreement products and services or information relating to the Effective Timespecific customers or other competitively sensitive information, 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 officersafford, 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, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) representatives of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access during normal business hours, during the period prior to the earlier 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. (b) From the date termination of this Agreement to and the Effective Time, Parent shallto all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of the Parent Subsidiaries and each of their respective Representatives its subsidiaries to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such to Parent, Fimalac-U.S. or Acquisition Sub all information concerning the its business, propertiesproperties and personnel as Parent, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives Fimalac-U.S. or Acquisition Sub may reasonably request, and each shall make available to Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (including without limitationattorneys, accountants, and other professionals) for discussion of the Company's business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. Any such investigation by Parent, Fimalac-U.S. or Acquisition Sub shall not affect the representations or warranties of the Company contained in this Agreement. Parent, Fimalac-U.S. and Acquisition Sub shall keep such information as may be required confidential in accordance with the terms of the confidentiality letter dated January 25, 2000 (the "Confidentiality Letter"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, Parent shall, upon written request of the Company, destroy or collect and deliver to prepare the Company all documents obtained by it or any filings under the Securities Act or the Exchange Act. No investigation conducted of its representatives pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit 6.2 then in their possession and any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companycopies thereof. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its subsidiaries, officers, employees, counsel, financial advisors and other representatives to, afford to Newco and its representatives and to potential financing sources reasonable access during normal business hours, in a manner initially coordinated with the date chief executive officer of this Agreement the Company, and thereafter coordinated with those persons designated by the chief executive officer, during the period prior to the Effective TimeTime of the Merger to its properties, books, contracts, commitments, personnel and records, including security position listings and other information concerning beneficial owners and/or record owners of the Company's securities which may be relevant to the Merger or Debt Offer, and, during such period, the Company shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to Newco (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as Newco may from time to time reasonably request. Each of the Company Subsidiaries and use commercially reasonable efforts to Newco will hold, and will cause each of the Company JVs and each of their its 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, agentsaccountants, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) representatives and affiliates to hold, any nonpublic information in confidence to the extent required by, and in accordance with, the provisions of the Company letter dated December 11, 1996, between Kohlberg Kravis Xxxxxxx & Co. ("KKR & Co.") and the Company Subsidiaries and, to the extent available to the Company(and additional individual agreements executed and delivered pursuant thereto) (collectively, 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 "Confidentiality 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"). (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 5.02 shall affect any representations or be deemed to modify warranties of the parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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 Subsidiary to, afford to Parent, and use commercially reasonable efforts to cause each of the Company JVs and each of their respective Parent’s officers, directors, employees, attorneys, accountants, advisorscounsel, representatives consultants, financial advisors and agents (collectivelyother Representatives, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon reasonable prior notice during the period prior to the officers, employees, agentsEffective Time to all of its and its Subsidiaries’ facilities, properties, offices books and other facilities records (including each theatre premisesstock records and access to its transfer agent) and to those officers, employees and agents of the Company and to whom Parent reasonably requests access (including the reasonable opportunity to communicate with the employees of the Company or its Subsidiaries that Parent expects to retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, to the extent available to the Companyduring such period, the Company JVsshall furnish, and as promptly as practicable, to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such Parent all information concerning the its and its Subsidiaries’ business, propertiesfinances, Contractsoperations, assets, liabilities, properties and 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, and Parent shall be entitled to undertake environmental investigations at any of the properties owned, operated or leased by the Company or any of its Subsidiaries (so long as such access (including without limitationany environmental investigation) does not unreasonably interfere with the operations of the Company or its Subsidiaries). Notwithstanding the foregoing, such information as may neither the Company nor any of its Subsidiaries shall be required to prepare provide access to or disclose information or documentation (a) where such access or disclosure would contravene any required fillings under the Securities Act Law 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. (b) From relating to (y) the date consideration, negotiation and performance of this Agreement and related agreements and (z) except as required by Section 5.02, any Takeover Proposal made after the execution of this Agreement (provided that, in the case of clause (a), the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating such Law). Except for disclosures expressly permitted by the Effective Time, Parent shall, and shall cause each terms of the Parent Subsidiaries and each confidentiality letter agreement dated as of their respective Representatives toJanuary 18, (i) provide to the Company 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 2011 between Parent and the Parent Subsidiaries and to the books and records thereof, and Company (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 as the Company and its Representatives may reasonably request, including without limitation, such information as it may be required amended from time to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunitytime, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”), Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. Notwithstanding anything else contained in No investigation by Parent or any of its Representatives and no other receipt of information by Parent or any of its Representatives shall operate as a waiver or otherwise affect any representation, warranty, obligation, covenant or other agreement of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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 to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives employees and agents (collectivelyof the Company and the Company Subsidiaries, “Representatives”) to, (i) provide to afford the officers, employees and agents of Parent and its Representatives Merger Sub, at their sole cost and risk, reasonable access at all reasonable times upon prior notice from the date hereof through the Effective Date to the its officers, employees, agents, properties, offices facilities, books, records, contracts and other facilities (including each theatre premises) of assets and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to Company’s operations or properties. No additional investigations or disclosures shall affect the Company Subsidiaries andCompany’s representations and warranties contained herein, to 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each the officers, directors, employees and agents of their respective Representatives Parent and the Parent Subsidiaries, to, (i) provide to afford the Company officers, employees and agents of the Company, at its Representatives sole cost and risk, reasonable access at all reasonable times upon prior notice from the date hereof through the Effective Date to the its officers, employees, agents, properties, offices facilities, books, records, contracts and other facilities (including each theatre premises) of Parent assets and shall furnish the Parent Subsidiaries and to the books and records thereofCompany all financial, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel operating and other aspects of itself data and its Subsidiaries information as the Company and through its Representatives officers, employees or agents, may reasonably request. The Company, including at its sole cost and risk, shall have the right to make such due diligence investigations as the Company shall deem necessary or reasonable, upon reasonable notice to Parent and without limitation, such information as may be required disruption or damage to prepare any filings under the Securities Act Parent’s operations or the Exchange Actproperties. No investigation conducted additional investigations or disclosures shall affect Parent’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the Company pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to The provisions of the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreementConfidentiality Agreement, dated as of May 6March 3, 20052010, between AMCE Parent and Loews the Company (the “Confidentiality Agreement”). Notwithstanding anything else contained “) shall remain in this Agreement, each Party hereto (full force and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieseffect in accordance with its terms. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the date of this Agreement Issuer is a party or pursuant to applicable Law, during the Pre-Closing Period, the Issuer shall: (i) provide to the Effective Time, Company (and 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 Company's officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (other representatives, collectively, “"Representatives”") to, (i) provide to Parent and its Representatives access at reasonable times during normal business 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 Subsidiaries and, to the extent available to the Company, the Company JVs, its subsidiaries and to the books and records thereof, ; and (ii) subject to applicable Laws relating furnish promptly to the exchange of information, furnish promptly Company such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, Issuer as the Company JVs, as Parent and or 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. (b) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which a Principal Company Shareholder is a party or pursuant to applicable Law, during the date of this Agreement Pre-Closing Period, the Principal Company Shareholders shall use their reasonable best efforts to cause the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Company to, : (i) provide to the Company Issuer and its Representatives access at reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent the Company and the Parent Company Subsidiaries and to the books and records thereof, ; and (ii) subject to applicable Laws relating furnish promptly to the exchange of information, furnish promptly Issuer such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself the Company and its the Company Subsidiaries as the Company and Issuer or its Representatives may reasonably request, including without limitation, such . (c) All information as may be required to prepare any filings under obtained by the Securities Act or the Exchange Act. No investigation conducted parties pursuant to this Section 6.1(b) 6.03 shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this accordance with the Mutual Nondisclosure Agreement. Such access shall afford , dated as of September 28, 2004 (the Company "Confidentiality Agreement"), between the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys Issuer and perform any standard “phase I” environmental inspections deemed desirable by the Company. (cd) With respect to the data and information disclosed No investigation pursuant to this Section 6.1, 6.03 or made prior to the signing of this Agreement shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Company shall, and -------------------------------------- shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the date of this Agreement period prior to the Effective TimeTime to all its properties, the books, contracts, commitments, tax returns, personnel and records and, during such period, Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and personnel as Parent may from time to time reasonably request, provided that the Company Subsidiaries foregoing action shall be reasonably related to the transactions contemplated hereby (including, without limitation, the integration of Company's business with Parent and use commercially reasonable efforts to its existing businesses) and shall not interfere unnecessarily with normal operations. Parent shall, and 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, (i) provide afford to Parent Company and its Representatives access at reasonable times upon prior notice to the Company's officers, employees, agentscounsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Effective Time to all its properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries andbooks, to the extent available to the Companycontracts, the Company JVscommitments, 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, liabilitiestax returns, personnel and other aspects of itself records 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, during 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. (b) From the date of this Agreement to the Effective Timeperiod, Parent shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide furnish as promptly as practicable to the Company 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 Parent and the Parent Subsidiaries 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 its business, properties, Contractsfinancial condition, assets, liabilities, operations and personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may from time to time reasonably request, including without limitation, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Any such information as may be required to prepare any filings under investigation by Parent or Company shall not affect the Securities Act representations or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made warranties contained in this Agreement. Such access shall afford the Parent and Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply withwill hold, and shall will cause their respective Representatives directors, officers, partners, employees, accountants, counsel, financial advisors and other representatives and affiliates to comply withhold, their obligations under any non-public information obtained from the other party in confidence to the extent required by, and in accordance with the provisions of the letter agreement, dated as of May 6, 2005, agreements between AMCE Parent and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates Company with respect to this Agreement, the parties shall not be required to provide the access confidentiality and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)other matters.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time, Seller shall exercise its contractual rights under the Company shall, and shall cause each of the Company Subsidiaries and Merger Agreement so as to use commercially reasonable efforts to cause each require that Knight Ridder will afford to Buyer and its Representatives, and following the Effective Time, Seller shall afford to Buyer and its Representatives, reasonable access during normal business hours, throughout the period prior to the earlier of (i) the Company JVs Closing and each of their respective officers(ii) the Termination Date, directorsto the properties, employees, attorneyscontracts, accountantscommitments, advisors, representatives books 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) records of the Company and the Company Subsidiaries Acquired Companies and, to the extent available related to the CompanyBusiness, the Company JVsSeller Entities, and to the books and records thereofany report, and (ii) subject to applicable Laws relating to the exchange of informationschedule or other document filed or received by an Acquired Company or, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, solely to the extent available related to the CompanyBusiness, any Seller Entity, pursuant to the Company JVsrequirements of applicable Laws. Notwithstanding the foregoing, as Parent and its Representatives may reasonably request, including without limitation, such information as may Seller shall not be required to prepare any required fillings under afford such access if it would unreasonably disrupt the Securities Act operations of Seller or the Exchange Act. No investigation conducted pursuant Business, would cause a violation of any agreement to this Section 6.1(a) which Seller or an Acquired Company or Buyer or any of its Subsidiaries is a party (provided, Seller shall affect use its reasonable efforts to obtain a waiver under such agreement to afford such access if reasonably requested by Buyer), would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Buyer or any of its Representatives be deemed permitted 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” invasive onsite environmental inspections deemed desirable by Parentprocedure with respect to any property of any Seller Entity or any Acquired Company. (b) From the date of this Agreement to the Effective TimeThe parties acknowledge that Seller, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent Knight Ridder and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, Fort Worth Business Press have previously executed a Confidentiality Agreement dated as of May 6April 4, 2005, between AMCE 2006 that HM Capital and Loews Buyer have agreed to be bound by to the same extent as if they were parties thereto (the “Confidentiality Agreement”). Notwithstanding anything else contained , which Confidentiality Agreement will continue in this Agreement, each Party hereto (full force and effect in accordance with its terms and each Representative of such PartyBuyer, HM Capital and Seller will hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) may disclose to hold, any and all persons, without limitation of any kind, Evaluation Information (as defined in the tax treatment and tax structure Confidentiality Agreement) confidential in accordance with the terms of the transactions contemplated herein Confidentiality Agreement (provided that Buyer and all tax strategies relating HM Capital’s obligations thereunder shall terminate at Closing with regard to confidential information of the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure Acquired Companies and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall governBusiness).

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company 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 and each of their respective its directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, representatives agents and agents other representatives, (collectively, “Representatives” and, with respect to the Company, 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 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. (b) From the date of this Agreement be subject to the Effective TimeMutual Confidentiality Agreement, Parent shalldated February 10, 2011, by and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to between the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained No investigation or disclosure, pursuant to this Section 6.2 or otherwise, shall modify or supplement the representations and warranties of the Company in this Agreement, except as provided in the Company SEC Documents or in the Company Disclosure Letter in each Party hereto (case as and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are extent provided in the introductory paragraph to such Party relating to such tax treatment, tax structure and tax strategiesArticle 4. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) Access. (i) 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 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 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide furnish promptly to Parent such other information concerning the business and properties of the Company and its Representatives Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access at 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 times upon prior notice 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 officersCompany’s representations, employeeswarranties, agentscovenants, propertiesor agreements contained herein, offices and other facilities or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (including each theatre premisesii) of Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementConfidentiality Agreement, dated as of May 6November 9, 20052018, between AMCE Parent and Loews the Company (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, which shall survive the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions termination of this Agreement, if any dispute is pending among Agreement in accordance with the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)terms set forth therein.

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to the Effective Timerequirements of confidentiality agreements with third parties, upon 24 hours prior written notice, each of the Company Apple REITs shall, and shall cause each of the Company its respective 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 the other parties and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsaccountants, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) representatives of such other party, reasonable access during normal business hours during the Company and period after 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. (b) From the date execution of this Agreement to through the Effective Time, Parent to all their respective properties, books, contracts, commitments, personnel and records and, during such period, each of the Apple REITs shall, and shall cause each of its respective Subsidiaries to, furnish promptly to the Parent Subsidiaries other parties (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, (b) a copy of each debt agreement, ground lease, owner’s or leasehold title insurance policy, existing survey, financial report of each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, such party’s properties, offices current Xxxxx Travel Research report, property improvement plan for such party’s properties and other facilities (including each theatre premises) of Parent and existing environmental audit for the Parent Subsidiaries and to the books and records thereofsuch party’s properties, and (iic) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the its business, properties, Contracts, assets, liabilities, properties and personnel and as such other aspects of itself and its Subsidiaries as the Company and its Representatives party may reasonably request, including without limitationfinancial statements, such Tax Returns, leases, certificates of occupancy, tax statements, service agreements, license or franchise agreements and Permits. Apple Nine and each Company shall hold any nonpublic information as may be required concerning the other parties in confidence in accordance with the Confidentiality Agreement, which shall remain in full force and effect pursuant to prepare any filings under the Securities Act terms thereof, notwithstanding the execution and delivery of this Agreement or the Exchange Acttermination hereof. Each of the Apple REITs shall comply with the terms of the Confidentiality Agreement with respect to any nonpublic information concerning the other parties provided to their respective officers, employees, accountants, counsel, financial advisors and other representatives and affiliates. No investigation conducted pursuant to this Section 6.1(b) shall affect 5.2 or be deemed information provided, made available or delivered to modify or limit any representation or warranty made in this Agreement. Such access shall afford of the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed Apple REITs pursuant to this Section 6.1, 5.2 or otherwise shall affect any representations or warranties or conditions or rights of any of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else Apple REITs contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including, to the extent the Company is able, the work papers of Grant Thornton LXX). Xxxxxxxxg the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, 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, as and to the extent requested by Parent, provide Parent with (i) provide to Parent a complete and its Representatives access at reasonable times upon prior notice to correct list of all licenses issued by the officers, employees, agents, properties, offices Federal Communications Commission (the “FCC”) and other facilities (including each theatre premises) of held by the Company and or any of its Subsidiaries (the Company Subsidiaries and“FCC Licenses”), 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 complete and correct copies of each FCC License, (iii) the exchange address and physical location of informationthe device(s) covered by each FCC License, furnish promptly such information concerning (iv) a written description of the businesspurpose of the device(s) covered by each FCC License, properties, Contracts, assets, liabilities, personnel (v) complete and other aspects correct copies of itself and any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except (i) as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date of this Agreement to the Effective Time, hereof (provided however the Company shall, and shall cause each of the Company Subsidiaries and use have used commercially reasonable efforts to cause each obtain the consent of such third party to provide such information) or (ii) as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege (provided that the Company JVs shall use its commercially reasonable efforts to allow the disclosure of such information (or as much of it as possible) in a manner that does not result in a loss of attorney-client (or other legal) privilege), during the Pre-Closing Period, the Company shall (and each of their respective shall cause the Company Subsidiaries to): (x) provide to Parent and to the officers, directors, employees, attorneys, accountants, advisorsconsultants, legal counsel, agents, Financing Sources and other representatives and agents (including Representatives of the foregoing) (collectively, “Representatives”) toof Parent reasonable access, (i) provide to Parent during normal business hours and its Representatives access at upon reasonable times upon prior notice to the Company by Parent, 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 (iiy) subject furnish as promptly as practicable to applicable Laws relating to the exchange of information, furnish promptly Parent 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, and the Company Subsidiaries as Parent and or 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. (b) From the date of this Agreement to the Effective TimeAll information obtained by Parent, Parent shall, and shall cause each of the Parent Subsidiaries and each of Purchaser or its or their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 7.01 shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this Agreement. Such access shall afford accordance with the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter confidentiality agreement, dated as of May April 6, 2005, between AMCE and Loews 2017 (the “Confidentiality Agreement”), between Kohlberg Kravis Xxxxxxx & Co. L.P. and the Company. Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kindthe contrary herein, the tax treatment and tax structure Confidentiality Agreement shall survive any termination of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesthis Agreement in accordance with its terms. (dc) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 7.01 shall affect any representation or warranty in this Agreement of any party hereto or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)hereto.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Purchaser and its representatives reasonable access during normal business hours during the date of this Agreement period prior to the Effective TimeTime of the Purchase to its properties, books, contracts, commitments, personnel and records and, during such period, 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 its officers, directors, employees, attorneys, accountants, advisors, employees and 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 to Purchaser all information concerning the their respective business, properties, Contractsfinancial condition, assetsoperations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Purchaser set forth herein and compliance by the Purchaser of their respective obligations hereunder, liabilitiesduring the period prior to the Effective Time of the Purchase, Purchaser shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, 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 records as may be required necessary to prepare any required fillings under enable the Securities Act or Company to confirm 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 accuracy of the Company’s normal hours representations and warranties of operationPurchaser set forth herein and compliance by Purchaser of their obligations hereunder, to conduct visual inspectionsand, take measurementsduring such period, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent Purchaser shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Parent Subsidiaries Company, and each of their Purchaser will hold, and will cause its respective Representatives todirectors, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsaccountants, propertiescounsel, offices financial advisors and other facilities representatives and affiliates to hold, any nonpublic information in confidence. (including each theatre premisesb) of Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 5.01 shall affect any representations or be deemed to modify warranties of the parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”)hereto. Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).5.02

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable Law from the date of this Agreement to the Effective Time, the Company shall, shall (and shall cause each of the Company Subsidiaries to): (i) provide to Parent (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (other representatives, collectively, “"Representatives”") to, (i) provide to Parent and its Representatives reasonable access at reasonable times times, 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 Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereofthereof (including, without limitation, access to the Company's accountants, any correspondence between the Company and such accountants and work papers prepared with respect to the Company by such accountants), (ii) provide to Parent and its Representatives access to the Real Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to enter upon and investigate and collect air, surface water, groundwater and soil samples, and (iiiii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, and the Company Subsidiaries as Parent and or its respective 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) 6.03 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementConfidentiality Agreement dated January 26, dated as of May 6, 2005, between AMCE and Loews 2000 (the “"Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (") between Parent and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates Company with respect to the information disclosed pursuant to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)Section 6.03.

Access to Information; Confidentiality. (a) From the date of this Agreement The Company shall afford to the Effective TimeParent and its accountants, counsel, financial advisors and other representatives, full access, during normal business hours upon reasonable notice throughout the Company shallperiod prior to the Closing, to the Company’s properties and facilities, books, financial information (including working papers and data in the possession of the Company’s independent public accountants, internal audit reports, and shall cause each “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts and records 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 Companyduring such period, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, shall furnish promptly such information concerning the businessbusinesses, propertiesproperties and personnel of the Company as the Parent shall reasonably request; provided, Contractshowever, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the extent available to the CompanyClosing, the Company JVs, shall generally keep the Parent informed as Parent to all material matters involving the operations 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 businesses of the Company’s normal hours . The Company shall authorize and direct the appropriate directors, managers and employees of operation, the Company to conduct visual inspections, take measurements, make surveys discuss matters involving the operations and perform any standard “phase I” environmental inspections deemed desirable by business of the Company with representatives of the Parent. (b) From All nonpublic information provided to, or obtained by, the date Parent in connection with the Transactions shall be “Confidential Information” for purposes of this Agreement the Confidentiality Agreement, the terms of which shall continue in force until the Closing. No information provided to or obtained by the Parent pursuant to Section 5.2(a) shall limit or otherwise affect the remedies available hereunder to the Effective TimeParent (including the Parent’s right to seek indemnification pursuant to ARTICLE VIII), Parent shallor the representations or warranties of, and shall cause each of or the Parent Subsidiaries and each of their respective Representatives to, (i) provide conditions to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1obligations of, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, 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 as and its Representatives access at reasonable times upon prior notice to the officersextent reasonably requested by Parent, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries andprovide Parent, to the extent applicable, with (i) a complete and correct list of all licenses issued by the Federal Communications Commission (the "FCC") and held by the Company or any of its Subsidiaries (the "FCC Licenses"), (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the CompanyCompany and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable law, 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Subsidiaries to, (i) provide cooperate to ensure an orderly transition and integration process in connection with the Company Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanySubsidiaries. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (which such person shall use reasonable best efforts to cause the counterparty to waive) from the date of this Agreement to the Effective Time, the Company and Parent 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 directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, investment bankers, advisors, representatives and agents and other representatives (collectively, “"Representatives”") to, to (i) ----------------- provide to Parent the other party and its respective 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 party 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, 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 as the Company other party and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b6.3(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (cb) With respect to the data and information disclosed pursuant to this Section 6.16.3, the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter confidentiality agreement, dated as of May 6November 14, 20052001, between AMCE previously executed by the Company and Loews Parent (the “"Confidentiality Agreement”"). Notwithstanding anything else contained ; provided, however, that the --------------------------- restrictions on Parent and its Subsidiaries, Affiliates and Representatives set forth in paragraph 8 of the Confidentiality Agreement shall be inapplicable with respect to any of the transactions set forth in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective Time, the Company each of Parent, Acquiror and Target 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 subsidiaries, affiliates, officers, directors, employees, attorneys, accountants, advisors, representatives auditors and agents (collectivelyto afford the officers, “Representatives”) to, (i) provide to Parent employees and its Representatives agents of one another complete access at all reasonable times upon prior notice to the one another's officers, employees, agents, properties, offices offices, plants and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVsall books and records, and to the books and records thereofshall furnish one another with all financial, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel operating and other aspects of itself data and information as each, through its Subsidiaries andofficers, to the extent available to the Companyemployees or agents, the Company JVs, as Parent and its Representatives may reasonably request; provided, including without limitationhowever, such information as may that no party shall be required to prepare any required fillings under the Securities Act provide access or the Exchange Act. No investigation conducted pursuant furnish information which it is prohibited by law or contract to this Section 6.1(a) shall affect provide 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 Parentfurnish. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside Each of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys Acquiror and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply withTarget shall, and shall cause their respective Representatives affiliates and their respective officers, directors, employees and agents to comply withhold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, their obligations under affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the letter agreementprior written consent of Pxxxxx, dated Acquiror or Target, as the case may be. (c) In the event of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in termination of this Agreement, each Party hereto Parent, Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of agents in connection with the transactions contemplated herein hereby and all tax strategies relating any copies thereof, and (2) shall cause others to the transactions, as well as all materials whom such documents may have been furnished promptly to return such documents and any copies thereof any of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesthem may have made. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 2 shall affect any representations or any other provisions warranties of this Agreement, if any dispute is pending among the parties herein or the conditions to this Agreement or their respective Affiliates with respect to this Agreement, the obligations of the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)hereto.

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 to cause each of the Company JVs and each of their respective officersits Subsidiaries, 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 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 thereof, its Subsidiaries; 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 or its Representatives may reasonably request. Without limiting the foregoing, Parent and its Representatives (including without limitationits financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Properties; PROVIDED, such information as may be required HOWEVER, that neither Parent nor its Representatives shall have the right to prepare take and analyze any required fillings under the Securities Act samples of any environmental media (including soil, groundwater, surface water, air or the Exchange Actsediment) or any building material or to perform any invasive testing procedure on any building. No investigation conducted pursuant to under this Section 6.1(a) shall 5.3(a), however, will 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementConfidentiality Agreement, dated as of May 6February 28, 20052005 (the "CONFIDENTIALITY AGREEMENT"), between AMCE Blackstone Real Estate Acquisitions IV L.L.C. and Loews the Company with respect to the information disclosed under this Section 5.3. (the “Confidentiality Agreement”). Notwithstanding anything else c) Nothing contained in this AgreementAgreement shall give Parent, each Party hereto (and each Representative of such Party) may disclose directly or indirectly, rights to any and all persons, without limitation of any kindcontrol or direct the Company's or its Subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, the tax treatment Company shall, consistent with the terms and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions conditions of this Agreement, if any dispute is pending among exercise complete control and supervision over the parties to this Agreement or their respective Affiliates with respect to this Agreement, operations of the parties shall not be required to provide the access Company and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)its Subsidiaries.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Cayman Zhongtian and its representatives reasonable access during normal business hours during the date of this Agreement period prior to the Effective TimeTime of the Exchange to its and to Zhongtian’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its and Zhongtian’s officers, employees and representatives to, furnish promptly to Cayman Zhongtian all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Cayman Zhongtian set forth herein and compliance by Cayman Zhongtian of their respective obligations hereunder, during the period prior to the Effective Time of the Exchange, Cayman Zhongtian shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Cayman Zhongtian set forth herein and compliance by Cayman Zhongtian of their obligations hereunder, and, during such period, Cayman Zhongtian shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Subsidiaries and use commercially reasonable efforts to Cayman Zhongtian will hold, and will cause each of the Company JVs and each of their its 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, agentsaccountants, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) of the Company representatives and the Company Subsidiaries andaffiliates to hold, 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 any nonpublic 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 Parentconfidence. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 5.01 shall affect any representations or be deemed to modify warranties of the parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Subject to applicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of Deloitte & Touche LLP). Subject to applicable Law, following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, 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, as and to the extent requested by Parent, provide Parent with (i) provide to Parent a complete and its Representatives access at reasonable times upon prior notice to correct list of all licenses issued by the officers, employees, agents, properties, offices Federal Communications Commission (the “FCC”) and other facilities (including each theatre premises) of held by the Company and or any of its Subsidiaries (the Company Subsidiaries and“FCC Licenses”), 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 complete and correct copies of each FCC License, (iii) the exchange address and physical location of informationthe device(s) covered by each FCC License, furnish promptly such information concerning (iv) a written description of the businesspurpose of the device(s) covered by each FCC License, properties, Contracts, assets, liabilities, personnel (v) complete and other aspects correct copies of itself and any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and, and (vi) all information reasonably necessary for Parent 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to an independent determination that the Company and its Representatives access at reasonable times upon prior notice to Subsidiaries have complied with FCC rules regarding changes of ownership control of the officers, employees, agents, properties, offices and other facilities FCC Licenses (including each theatre premises) of Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation descriptions of any kind, transactions that effected a change of ownership or control of the tax treatment FCC Licenses (including any intracompany reorganizations) and tax corporate organizational charts depicting the ownership structure of the transactions contemplated herein holder of the FCC Licenses before and all tax strategies relating to the transactions, as well as all materials after any such change of any kind (including opinions ownership or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall governcontrol).

Access to Information; Confidentiality. (a) From Subject to Section 7.1(b), from the date Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to the Effective TimeArticle IX, the Company shall, TOK shall (i) provide to Courtland (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 Courtland’s officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (collectively, “Representatives”other representatives) to, (i) provide to Parent and its Representatives reasonable access at reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of TOK to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of TOK, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the Company business and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, affairs of TOK; and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly to Courtland such information concerning the business, properties, Contractscontracts, assets, liabilitiesLiabilities, personnel and other aspects of itself TOK as reasonably requested. Subject to Section 7.1(b), from the Agreement Date until the earlier of the Effective Time and its Subsidiaries andthe date, to the extent available to the Companyif any, 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 on which this Agreement is terminated pursuant to this Section 6.1(a) Article IX, Courtland 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company TOK (and its Representatives TOK’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access at reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Courtland and its Subsidiaries to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of Courtland and its Subsidiaries, and the Parent Subsidiaries work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the books business and records thereof, affairs of Courtland and its Subsidiaries; and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly to TOK such information concerning the business, properties, Contractscontracts, assets, liabilitiesLiabilities, personnel and other aspects of itself Courtland and its Subsidiaries as reasonably requested. Each of Courtland and TOK shall use its reasonable efforts to give prompt notice to the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare other party of any filings under the Securities Act event or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit circumstance of which it becomes aware that results in any representation or warranty made by such party contained in this Agreement being untrue or inaccurate in any material respect or TOK, Courtland or Merger Sub, as the case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that the receipt of any information or the delivery of any notice pursuant hereto shall not limit or otherwise affect either party’s rights or obligations under this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (cb) With respect to Except as may be required by law or the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews Canadian Securities Exchange (the “Confidentiality AgreementCSE”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure no public disclosure of the transactions contemplated herein hereby will be made by either party without the prior consent of the other party. Xxxxxxxxx and TOK agree to cooperate in connection with all tax strategies publicity and press releases relating to the transactions, as well as all materials transactions contemplated by this Agreement. Xxxxxxxxx and TOK agree to maintain the confidentiality of any kind information received from each other in connection with the transactions contemplated by this Agreement that is not otherwise generally available to the public (including opinions “Confidential Information”) for a period of one year following the termination of this Agreement. In the event that the Merger as contemplated in this Agreement is not consummated, each party shall return any confidential schedules, documents or other tax analyses) written information to the party who provided same in connection with this Agreement. Courtland and TOK agree that are provided they will not, directly or indirectly, make reciprocal use for their own purposes of any information or confidential data relating to such Party the other party or the other party’s business discovered or acquired by them, their representatives or accountants as a result of a party making available to them, their representatives and accountants, any information, books, accounts, records or other data and information relating to such tax treatmentparty or such party’s business and each party agrees that they will not disclose, tax structure and tax strategies. (d) divulge or communicate orally, in writing or otherwise, any such information or confidential data so discovered or acquired to any other Person. Notwithstanding the foregoing provisionsforegoing, it is hereby acknowledged and agreed to by each of Courtland and TOK that: (i) each party or its representatives shall be at liberty to disclose any other provisions Confidential Information in the course of complying with applicable laws, regulations or the requirements of any lawful authority; and (ii) nothing in this Agreement, if any dispute is pending among Section 8.1(b) shall prevent either from entering into a business of a similar nature to the parties to this Agreement business presently or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)hereafter conducted by either party.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeUpon reasonable notice, the Company shall, 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) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice afford to the officers, employees, accountants, counsel and other representatives of Parent or USF&G, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, employees, auditors, agents, propertiesrepresentatives and records and, offices during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other facilities document filed or received by it during such period pursuant to SEC requirements; (including each theatre premisesiii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and the Company its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, taken as a whole; and (iiiv) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the its business, properties, Contracts, assets, liabilities, properties and personnel and as the other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives party 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. (b) From the date of this Agreement to the Effective TimeUpon reasonable notice, Parent shall, shall (and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the Parent Subsidiaries and to the books and records thereof, and date hereof or (ii) subject to applicable Laws relating matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the exchange Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such party's Subsidiaries during such period pursuant to the requirements of informationany applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, furnish promptly such information concerning Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which primarily relates to the businesstransactions contemplated hereby. (c) The Confidentiality Agreement dated June 26, properties1997 (the "PARENT CONFIDENTIALITY AGREEMENT"), Contracts, assets, liabilities, personnel between Parent and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably requestthe confidentiality agreement dated July 30, including without limitation1997 (the "COMPANY CONFIDENTIALITY AGREEMENT"), such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford between the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties Parent shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates apply with respect to this Agreement, the parties shall not be required to provide the access information furnished thereunder or hereunder and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).any other activities contemplated thereby. 43

Access to Information; Confidentiality. (a) From Except (i) as otherwise prohibited by applicable Law or the date terms of this Agreement any Contract or (ii) as would be reasonably expected to result in the Effective Timeloss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company has used, or has caused its Subsidiaries, as applicable, to use, commercially reasonable efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the restrictions or limitations as are reasonable in response to COVID-19 or required by any COVID-19 Measures, the Company shall and shall cause each the Company Subsidiaries to, solely for purposes that are, in good faith, related to the consummation of the Merger (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company JVs and each of their respective officersits Subsidiaries with Parent and its Affiliates, directors, employees, attorneys, accountants, advisors, representatives and agents at Parent’s expense: (collectively, “Representatives”) to, (ix) provide to Parent and its Representatives access at (including Debt Financing Sources) reasonable times access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, properties and 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 JVsSubsidiaries, and to the material books and records thereof, and (iiy) subject to applicable Laws relating to the exchange of information, furnish promptly to Parent such information concerning the business, properties, Contracts, assets, liabilitiesliabilities and personnel of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request. In the event that the Company or the Company Subsidiaries are withholding access or information requested by Parent or its Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, personnel the Company shall give notice to Parent of such fact and other aspects use commercially reasonable efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company, any of itself and its the Company Subsidiaries andor any of their respective Representatives to provide any opinion to Parent or to prepare any reports, analyses or appraisals to the extent such report, analysis or appraisal is not otherwise readily 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 Subsidiaries or any required fillings under the Securities Act or the Exchange Actof their respective Representatives. No Any investigation conducted pursuant to the access contemplated by this Section 6.1(a7.02 shall be conducted in a manner that does not (A) shall affect unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of the Company Subsidiaries of their normal duties or (B) create a risk of damage or destruction to any property or assets of the Company or the Company Subsidiaries. Any access to the properties of the Company and the Company Subsidiaries will be deemed subject 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 reasonable security measures and insurance requirements. All requests for access pursuant to this Section 7.02 must be directed to specified Representatives of operation, the Company and the Specified Stockholder from time to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parenttime. (b) From the date of this Agreement to the Effective TimeAll information obtained by Parent, Parent shall, and shall cause each of the Parent Subsidiaries and each of Merger Sub or their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) Article VII shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this Agreement. Such access shall afford accordance with the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys amended and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter restated mutual nondisclosure agreement, dated as of May 6January 31, 2005, between AMCE and Loews 2023 (the “Confidentiality Agreement”), between Silver Lake Management Company V, L.L.C. and the Company. Notwithstanding anything else contained in this the Confidentiality Agreement to the contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall hereafter be deemed to include any actual or potential financing sources of Parent and its Representatives (as defined in the Confidentiality Agreement), each Party hereto (and each Representative of such Party) may disclose to any and all personsincluding the Debt Financing Sources, without limitation of any kind, the tax treatment and tax structure of need for “Required Consent” (as defined in the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Confidentiality Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date Company shall (and shall cause each of this Agreement its Subsidiaries to) afford to the duly authorized representatives of Acquirors, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, records and officers and, during such period, the Company shall, 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) 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 make 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 Acquirors such information concerning the its business, properties, Contracts, assets, liabilities, properties and 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 Acquirors 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. (b) From Upon reasonable notice, the date Acquiror shall (and shall cause each of this Agreement its Subsidiaries to) afford to the duly authorized representatives of Company, access, during normal business hours during the period prior to the Effective Time, Parent shallto all its properties, books, contracts, records and officers and, during such period, the Acquiror shall (and shall cause each of its Subsidiaries to) make available to Company such information concerning its business, properties and personnel as Company may reasonably request; provided, Acquiror shall have no obligation in response to a reasonable request by the Parent Subsidiaries and each of their respective Representatives to, (i) Company to provide access to or otherwise disclose to the Company and its Representatives access at reasonable times upon prior notice any information or documents, subject to the officersattorney-client privilege, employeesor concerning any potential or proposed acquisition or disposition of any Person, agents, properties, offices and other facilities (including each theatre premises) business operation or material assets by Acquiror or any of Parent and the Parent Subsidiaries 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 (or other proposed material transactions) until such time as the Company and Acquiror or one of its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside Subsidiaries enters into a letter of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyintent with respect thereto. (c) With respect The Parties will hold any information that is nonpublic in confidence to the data extent required by, and information disclosed pursuant to this Section 6.1in accordance with, the parties shall comply with, provisions of the Mutual Confidentiality Agreement between Acquiror and shall cause their respective Representatives to comply with, their obligations under the letter agreementCompany, dated as of May 6November 3, 2005, between AMCE and Loews 2010 (the “Confidentiality Agreement”). Notwithstanding anything else contained , which Confidentiality Agreement will remain in this Agreement, each Party hereto (full force and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieseffect. (d) Notwithstanding No such investigation by Acquirors shall affect the foregoing provisions, or any other provisions representations and warranties of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, Company. (e) No such investigation by the parties Company shall not be required to provide affect the access representations and information otherwise required hereby with respect to records and information relevant to such dispute (in which case warranties of the Laws governing information sharing applicable to such disputes shall govern)Acquirors.

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 Upon 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. (b) From 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, Parent the Company shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide afford to the Company Parent and its Parent’s Representatives access reasonable access, at reasonable times upon prior notice and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, 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 Parent the Company and its Subsidiaries, and the Parent Subsidiaries and to the books and records thereofCompany shall, 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 as Parent may reasonably request from time to time. Neither the Company 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 filings under the Securities Act or the Exchange ActLaw. 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(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (cb) With respect to Parent and the data and information disclosed pursuant to this Section 6.1, the parties Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementConfidentiality Agreement, dated as of May 6July 5, 20052019, between AMCE Parent and Loews Company Financial Advisor as agent for the Company (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, which shall survive the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions termination of this Agreement, if any dispute is pending among Agreement in accordance with the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)terms set forth therein.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Company or any of the Parent Subsidiaries is a party or pursuant to applicable Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to comply, from the date of this Agreement to until the earlier of the Effective TimeTime or the Termination Date, the Company shall, or EAI shall (i) provide or cause to be provided to Parent (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 its officers, directors, employees, attorneys, accountants, advisorsconsultants, legal counsel, agents and other representatives and agents (collectively, “"Representatives”")) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the its officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, on an as needed basis, to the extent available to the Company, the Company JVs, those of EAI and to the books and records thereofof Company and, as directly applicable, of EAI, and (ii) subject promptly furnish or cause to applicable Laws relating to the exchange of information, furnish promptly be furnished such information concerning the Company's business, properties, Contractscontracts, assets, liabilities, liabilities and personnel (and other aspects such of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, EAI as are directly applicable) as Parent and or its Representatives may reasonably request, including without limitation, . Parent's right of access and inspection shall be exercised in such information a manner as may not to unreasonably interfere with the operations of Company's or EAI's business and shall be required to prepare any required fillings under coordinated with the Securities Act President of Company. From the date of this Agreement until the earlier of the Effective Time or the Exchange ActTermination Date, neither Parent nor any of its Representatives shall meet (telephonically or in person) with any Company employee or agent without one of the Managing Stockholders being present; provided, however, that the Managing Stockholders shall make themselves available for such meetings as requested by Parent. Each of Parent and the Stockholders shall (and shall cause its Representatives to) abide by, the terms of that certain confidentiality agreement dated March 21, 2000 by and between Parent and Company, a copy of which is attached hereto as Annex G. No investigation conducted pursuant to this Section 6.1(a) 6.03 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Autoliv or Xxxxxx or any of their respective subsidiaries is a party or pursuant to applicable Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules the parties are required to comply, from the date of this Agreement to the Effective Time, the Company shall, : (i) Autoliv shall (and shall cause each of the Company Subsidiaries its subsidiaries to): (A) provide to Xxxxxx (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (other representatives, collectively, “"Representatives”") to, (i) provide to Parent and its Representatives reasonable access at reasonable times times, upon reasonable prior notice notice, to its officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning its business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as Xxxxxx or Xxxxxx'x Representatives may reasonably request. (ii) Xxxxxx shall (and shall cause its subsidiaries to): provide to Autoliv and Autoliv's Representatives reasonable access at reasonable times, upon reasonable prior notice, (A) 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 Retained Business, (B) to personnel at Xxxxxx'x corporate headquarters to the extent necessary to confirm the proper division of informationassets and liabilities between Spinco and Xxxxxx pursuant to the Distribution Agreement and the other Ancillary Agreements and (C) to personnel at Xxxxxx'x corporate headquarters (and counsel, consultants and divisional Xxxxxx managers if appropriate), with respect to Xxxxxx'x contingent liabilities in a manner consistent generally with the approach taken by Xxxxxx and Autoliv prior to the date of this Agreement. Xxxxxx shall (and shall cause its subsidiaries to) furnish promptly such information as Autoliv or Autoliv's Representatives may reasonably request concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself relating to (1) the Retained Business and its Subsidiaries and(2) Xxxxxx, to the extent available necessary to confirm the proper division of assets and liabilities between Spinco and Xxxxxx pursuant to the Company, Distribution Agreement and 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 Actother Ancillary Agreements. No investigation conducted pursuant to this Section 6.1(a) 8.3 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementreciprocal Confidentiality Agreements dated July 18, dated as of May 6, 2005, between AMCE and Loews 1996 (the “"Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (Agreements") between Autoliv and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating Xxxxxx with respect to the transactions, as well as all materials of information disclosed pursuant to this Section 8.3 or any kind (including opinions or information disclosed by the other tax analyses) that are provided party prior to such Party relating to such tax treatment, tax structure and tax strategiesthe date hereof. (dc) Notwithstanding Effective upon the foregoing provisionsSpinoff, or any Xxxxxx will (i) assign all of its rights under the Confidentiality Agreements, other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates than with respect to this Agreementthe Retained Business and (ii) cause Spinco to assume all of the obligations of Xxxxxx under the Confidentiality Agreements from and after the Spinoff, the parties shall not be required to provide the access and information otherwise required hereby other than with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)Retained Business.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws and Judgments, the date Company shall, and shall cause each of the Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other advisors and representatives all reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, officers and employees, and during such period the Company shall, and shall cause each of the Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of PricewaterhouseCoopers LLP, subject to the requirements of PricewaterhouseCoopers LLP). Subject to compliance with applicable Laws and Judgments, during the period prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning such Company Personnel as Parent may reasonably request, in each case subject to such reasonable conditions as the Company shall specify. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement; provided that for the avoidance of doubt, the information set forth in the Company Letter shall qualify the representations and warranties of the Company set forth in Article III and the covenants of the Company set forth in Section 4.01, as and to the extent provided for in the first sentence of Section 3.01 or in Section 4.01(a), as applicable. Except as required by any applicable Law or Judgment, Parent will hold, and will direct and cause its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company, the Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period prior to the Effective Time, the Company shall, and shall cause each of the Subsidiaries to, as and to the extent reasonably requested by Parent, provide Parent with (i) a materially complete and accurate list of all licenses issued by the Federal Communications Commission (the "FCC") and held by the Company or any of the Subsidiaries (the "FCC Licenses"), (ii) materially complete and accurate copies of each FCC License, (iii) if available, the address and physical location of the device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and accurate copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of the Subsidiaries and use commercially reasonable efforts to cause each (vi) all reasonably available information in the possession of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide or a Subsidiary necessary for Parent 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 make an independent determination that the Company and the Company Subsidiaries and, have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to the extent available to the Companyapplicable Law, 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives subsidiaries to, (i) provide cooperate to ensure an orderly transition and integration process in connection with the Company Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companysubsidiaries. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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, financial advisors and other representatives of Parent, Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access, during normal business hours, during the period prior to the Effective Time to all its properties, offices books, contracts, commitments and other facilities (including each theatre premises) of the Company and the Company Subsidiaries records and, to the extent available to the Companyduring such period, the Company JVs, and to the books and records thereof, and shall (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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Company Subsidiaries to) furnish promptly to Parent Subsidiaries or Acquisition Sub all information concerning its business, properties and personnel as Parent or Acquisition Sub may reasonably request, and each shall make available to Parent and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of their respective Representatives tothe Company's business, (i) provide to properties and personnel as either Parent or Acquisition Sub may reasonably request. Parent and Acquisition Sub shall keep such information confidential in accordance with the terms of the confidentiality agreement dated January 9, 2002 between Parent and the Company and its Representatives access at (the "Parent Confidentiality Agreement"). (b) Upon reasonable times upon prior notice notice, Parent shall afford to the officers, employees, agentsaccountants, counsel, financial advisors and other representatives of the Company reasonable access, during normal business hours, during the period prior to the Effective Time to all its properties, offices books, contracts, commitments and other facilities (including each theatre premises) of records and, during such period, Parent and the Parent Subsidiaries and shall furnish promptly to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such Company all information concerning the its business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required and each shall make available to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunityappropriate individuals (including attorneys, outside accountants, and other professionals) for discussion of Parent’s normal hours of operation's business, to conduct visual inspections, take measurements, make surveys properties and perform any standard “phase I” environmental inspections deemed desirable by personnel as the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) Company may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).reasonably

Access to Information; Confidentiality. (a) From the date of this Agreement to until the Effective Time, the Company shallwill give Parent and Buyer and their authorized representatives (including counsel, consultants, financial advisors, accountants, banks, financial institutions and shall cause each auditors), full access during normal business hours to all properties, facilities, personnel and operations and to all books and records of the Company and the Subsidiaries, will permit Parent and Buyer and their authorized representatives to make such inspections as it may reasonably request and will cause its officers and those of the Subsidiaries to furnish Parent and Buyer and their authorized representatives with such financial and operating data and other information with respect to its business and properties as Parent and Buyer or such representatives may from time to time request; provided, that, any such inspections and examinations shall be conducted at reasonable times and under reasonable circumstances in a manner not disruptive to the Company's day- to-day operations. The Company shall give Parent and Buyer and their authorized representatives full and reasonable access to the Company's management and the Company shall permit Parent and Buyer to approach and negotiate with any or all employees of the Company and each Subsidiary, including, but not limited to, managerial staff, in an effort to persuade them to continue in the employ of the Company and each Subsidiary pending the Closing and thereafter, and the Company shall use commercially reasonable efforts to cause each assist Parent and Buyer in such negotiations. No investigation by Parent or Buyer shall, however, diminish or obviate in any way, or affect the right of Parent or Buyer to rely upon, any of the representations, warranties, covenants or agreements 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 contained in this Agreement or in any other Company 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) Each of Parent and the Parent Subsidiaries Buyer agrees to keep confidential and not divulge to any other party or person (other than to the books employees, attorneys, accountants and records thereof, and (ii) subject consultants of each who have a need to applicable Laws relating to the exchange of information, furnish promptly receive such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information than as may be required to prepare any filings under the Securities Act by law or the Exchange Actrules of the Nasdaq Market) any information received from the Company, unless and until such documents and other information otherwise becomes publicly available. No investigation conducted pursuant to In the event of termination of this Section 6.1(b) Agreement for any reason, each of Parent and Buyer shall affect promptly return, or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford at the election of the Company, destroy all non-public documents obtained from the Company and any copies or notes of such documents (except as otherwise required by law) and, upon the opportunity, outside request of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect , confirm such destruction to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained Company in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieswriting. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or the Company Subsidiary is a party (which such Person shall use its commercially reasonable efforts to cause the counterparty thereto to waive), 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 Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and the Purchaser and their respective officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, the “Parent Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, Significant Customers, Significant Suppliers, 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, Subsidiary and to the books and records thereofthereof (including Tax Returns) (provided that, with respect to access to Significant Customers and Significant Suppliers, the Company and the Company Representatives shall only be required to use commercially reasonable efforts to provide such access); and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel Personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, and the Company Subsidiary 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 investigation conducted pursuant to this Section 6.1(a5.3(a) shall affect or be deemed to 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.15.3(a), the parties Parent shall comply with, and shall cause their respective the Parent Representatives to comply with, their all of its obligations under the letter agreementUnilateral Confidentiality and Non-Disclosure Agreement effective November 24, dated as of May 62009, 2005, by and between AMCE the Company and Loews Parent (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeUpon reasonable notice, the Company shall, 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) 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 and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, offices books, Contracts, commitments and other facilities (including each theatre premises) of the Company and the Company Subsidiaries records and, to the extent available to the Companyduring such period, the Company JVs, shall (and shall cause each of its Subsidiaries to) furnish promptly to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such other all information concerning the its business, properties, books, Contracts, assetscommitments, liabilities, record and personnel as Parent may reasonably request. The Company shall (and other aspects shall cause each of itself and its Subsidiaries and, to the extent to) make available to the Companyother party the appropriate individuals for discussion of such entity's business, the Company JVs, properties and personnel 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 investigation conducted pursuant to this Section 6.1(a5.4(a) shall affect any representations or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside warranties of the Company’s normal hours parties herein or the conditions to the obligations of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentthe parties hereto. (b) From the date of this Agreement to the Effective TimeUpon reasonable notice, Parent shall, shall (and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice afford to the officers, employees, agentsaccountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, offices books, Contracts, commitments and other facilities records and, during such period, Parent shall (including and shall cause each theatre premisesof its Subsidiaries to) of Parent and the Parent Subsidiaries and furnish promptly to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such other all information concerning the its business, properties, books, Contracts, assetscommitments, liabilities, record and personnel and other aspects of itself and its Subsidiaries as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b5.4(b) shall affect any representations or be deemed warranties of the parties herein or the conditions to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company obligations of the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparties hereto. (c) With respect The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non-Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the data and information disclosed pursuant to this Section 6.1contrary notwithstanding, the parties shall comply with, Company and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”)Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14. Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).-50-

Access to Information; Confidentiality. (a) From Between the date of this Agreement to and the Effective Time, upon reasonable notice the Company shallshall (i) give Parent, Merger Sub 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, advisorscounsel, financing sources and other agents and representatives and agents (collectivelyfull access to all buildings, “Representatives”) tooffices, (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) and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, records and affairs of the Company, whether located on the 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 or at another location; (ii) subject furnish promptly to applicable Laws relating Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the exchange requirements of informationFederal securities laws or regulations; (iii) permit Parent and Merger Sub to make such inspections as they may require; (iv) cause its officers to furnish Parent and Merger Sub such financial, furnish promptly such information concerning the businessoperating, properties, Contracts, assets, liabilities, personnel technical and product data and other aspects of itself and its Subsidiaries and, information with respect to the extent available to the Company, business and properties of the Company JVs, as Parent and its Representatives Merger Sub from time to time may reasonably request, including without limitationlimitation financial statements and schedules; (v) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and affiliates of the Company with the Company's prior written consent, such information as may which consent shall not be required to prepare any required fillings under unreasonably withheld; and (vi) assist and cooperate with Parent and Merger Sub in the Securities Act or development of integration plans for implementation by Parent and the Exchange Act. No Surviving Corporation following the Effective Time; PROVIDED, HOWEVER, that no investigation conducted pursuant to this Section 6.1(a) 7.2 shall affect or be deemed to modify or limit any representation or warranty made in by the Company herein. Materials furnished to Parent pursuant to this Agreement. Such access shall afford Section 7.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing 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 Parenttransactions contemplated hereby. (b) From the date of this Agreement Except as otherwise provided below, until Parent or Merger Sub acquires Shares pursuant to the Effective TimeStockholder Agreements, Parent and Merger Sub shall, and shall cause each their affiliates, agents and representatives to, keep secret and retain in confidence, and not use for the benefit of any such person or others (other than in connection with this Agreement and the transactions contemplated hereby), any confidential information of the Company which Parent Subsidiaries and each of their respective Representatives to, (i) provide to or Merger Sub obtained from the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b7.2. The restrictions on use and disclosure contained herein shall not apply if and to the extent any such information (i) shall affect is publicly available or be deemed becomes publicly available (through no action or fault of Parent or Merger Sub), (ii) was or is obtained by Parent or Merger Sub from a third party, PROVIDED that to modify the recipient's knowledge, such third party was not bound by a contractual, legal or limit any representation or warranty made in this Agreement. Such access shall afford fiduciary obligation of confidentiality to the Company or any other party with respect to such information or material, (iii) was already in the opportunitypossession of Parent or Merger Sub or known to Parent or Merger Sub prior to being disclosed or provided to them by or on behalf of the Company, outside of Parent’s normal hours of operationPROVIDED that, to conduct visual inspectionsthe recipient's knowledge, take measurementsthe source of such information or material was not bound by a contractual, make surveys and perform legal or fiduciary obligation of confidentiality to the Company or any standard “phase I” environmental inspections deemed desirable other party with respect thereto, or (iv) is required to be disclosed in a legal proceeding or pursuant to applicable law, gaming regulations or the rules or regulations of any national securities exchange or over-the-counter market. In the event that Parent or Merger Sub is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the confidential information provided under this Section 7.2, such party shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 7.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company. (c) With respect , Parent or Merger Sub is nonetheless, based on advice of its counsel, legally compelled to disclose the data confidential information to any tribunal or else stand liable to contempt or suffer other censure or penalty, such party may, without liability hereunder, disclose to such tribunal only that portion of the confidential information which such counsel advises such party is legally required to be disclosed, provided that such party shall use its reasonable efforts to preserve the confidentiality of the confidential information, including without limitation by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the confidential information by such tribunal. The restrictions on use and disclosure of confidential information disclosed pursuant to under this Section 6.1, 7.2 shall expire three years from the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesdate hereof. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement Subject to Applicable Law, upon reasonable notice to the Effective TimeCompany, the Company shall, shall (and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each the officers, directors and agents of the Company JVs and each of their respective Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the Pre-Closing Period, to 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, agents, properties, offices books, Contracts and other facilities records, and, with the Company’s consent (including each theatre premises) such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and the Company Subsidiaries andSubsidiaries; and shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. None of the Company, any Company Subsidiary and any Representative of the Company shall be required to provide access to or to disclose information where such access or disclosure would (i) contravene any Applicable Law, Contract of the Company or any Company Subsidiary or Order, (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially and adversely interfere with the conduct of the business of the Company or any of the Company Subsidiaries; provided that (A) to the extent available to practicable, the Company, each Company Subsidiary and each of their Representatives have taken commercially reasonable steps to provide access to or to disclose such information on a basis that does not result in the Company JVs, and to the books and records thereofeffects described in clauses (i) through (iii), and (B) in the case of clause (ii) ), such access and information shall be granted or made available, as applicable, to external counsel for Parent (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 external counsel entering into a customary common interest agreement with the Company, the Company JVs, as on terms mutually agreeable to Parent and its Representatives may reasonably request, including without limitation, such the Company). (b) No information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.1(a) 6.04 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or limit agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any representation way the rights and remedies of Parent or warranty Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect Each of Parent and Merger Sub acknowledges that all information provided to it or any of its Representatives by the data Company or any of its Representatives in connection with this Agreement and information disclosed pursuant the consummation of the Transactions shall be deemed to this Section 6.1, the parties shall comply withbe provided under, and shall cause their respective Representatives to comply be treated in accordance with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeTime (or earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall, and shall 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, attorneys, accountants, advisors, representatives and employees or authorized agents (collectively, “Representatives”) to, to (i) provide to Parent and its Parent’s Representatives access access, at reasonable times upon prior notice 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, thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assetsassets (tangible and intangible, including Intellectual Property), liabilities, personnel Tax Returns, Tax elections and all other workpapers (provided that with respect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, personnel, internal financial statements and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, and the Company Subsidiaries as Parent and its or Parent’s Representatives may reasonably request, including without limitation, such information as may . The Company shall be required entitled to prepare have a representative present at any required fillings under the Securities Act or the Exchange Actinspection. No investigation conducted pursuant to this Section 6.1(a) 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Such access shall afford Parent the opportunitySubject to compliance with applicable Laws, 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. (b) From from the date of this Agreement to until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent shall, and shall cause each to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Parent Subsidiaries Company and each Company Subsidiary and the general status of their respective Representatives tothe ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (i) provide where such access or disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that with respect to any such binding agreements, and following execution of this Agreement, the Company will use commercially reasonable efforts, to the extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company and its Representatives advises that such access at reasonable times upon prior notice or disclosure should not be disclosed in order to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of ensure compliance with any applicable Law. Parent and the Parent Subsidiaries and agrees to the books and records thereof, and (ii) subject hold confidential all information which it has received or 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted which it has gained access pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made 6.5 in this accordance with the Confidentiality Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6March 3, 20052006 between the Company and Parent, between AMCE and Loews as amended from time to time (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose As soon as practicable after delivering or making available any nonpublic information to any and all persons, without limitation of any kindPerson in connection with a Superior Offer, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating Company shall deliver such nonpublic information to Parent (to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided extent such information has not already been deliver to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall governParent).

Access to Information; Confidentiality. (a) Access to Information. From the date of this Agreement until the earlier to occur of the Effective TimeClosing Date or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company each of High Tide and Fab CBD 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 the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each High Tide, Fab CBD 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, 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employeesaccountants, agents, properties, offices offices, and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereofall books, records, contracts, and other assets of High Tide, Fab CBD and their respective Subsidiaries (ii) subject to applicable Laws relating to the exchange if any). Further, each of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel High Tide and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply withFab CBD shall, and shall cause their respective Representatives Subsidiaries (if any) to, furnish promptly to comply withFab CBD or High Tide such other information concerning the business and properties of High Tide, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE Fab CBD and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect Subsidiaries (if any) as the other of Fab CBD or High Tide may reasonably request from time to this Agreementtime. None of High Tide, the parties Fab CBD nor any of their respective Subsidiaries (if any) shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the access and 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, warranties, covenants, or agreements contained herein, or limit or otherwise required hereby with respect affect the remedies available to records and information relevant Fab CBD or High Tide pursuant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)this Agreement.

Access to Information; Confidentiality. Upon reasonable notice and subject to (ai) From restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the date Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of this Agreement products and services or information relating to the Effective Timespecific customers or other competitively sensitive information, 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 officersafford, 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, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) representatives of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access during normal business hours, during the period prior to the earlier 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. (b) From the date termination of this Agreement to and the Effective Time, Parent shallto all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of the Parent Subsidiaries and each of their respective Representatives its subsidiaries to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such to Parent, Fimalac-U.S. or Acquisition Sub all information concerning the its business, propertiesproperties and personnel as Parent, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives Fimalac-U.S. or Acquisition Sub may reasonably request, and each shall make available to Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (including without limitationattorneys, accountants, and other professionals) for discussion of the Company's business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. Any such investigation by Parent, Fimalac-U.S. or Acquisition Sub shall not affect the representations or warranties of the Company contained in this Agreement. Parent, Fimalac-U.S. and Acquisition Sub shall keep such information as may be required confidential in accordance with the terms of the confidentiality letter dated January 25, 2000 (the "CONFIDENTIALITY LETTER"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, Parent shall, upon written request of the Company, destroy or collect and deliver to prepare the Company all documents obtained by it or any filings under the Securities Act or the Exchange Act. No investigation conducted of its representatives pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit 6.2 then in their possession and any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companycopies thereof. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From a. Upon reasonable notice, during the date of this Agreement to the Effective TimePre-Closing Period, the Company shall, and shall cause each of the Company Subsidiaries Subsidiary 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, Representatives to (i) provide to Parent and its Merger Sub and the Parent Representatives access access, at reasonable times and upon prior notice notice, to the officers, employees, agents, Company Representatives and the 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, 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, and the Company Subsidiaries as Parent and its Representatives may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; and provided further, that any such access shall be subject to feasibility/permissibility under applicable Law (including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange ActCOVID-19 Measures). No investigation conducted pursuant to this Section 6.1(a) 5.3 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) b. With respect to the data and information disclosed pursuant to this Section 6.15.3(a), the parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementConfidentiality Agreement, dated as of May 6November 9, 20052020, between AMCE previously executed by the Company and Loews Evercel, Inc. (the “Confidentiality Agreement”). Notwithstanding anything else contained . c. This Section 5.3 shall not require the Company to permit any access, or to disclose any information (i) that in this Agreementthe reasonable, each Party hereto good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in any violation of any Contract or Law to which the Company or any of the Company Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and each Representative such undermining of such Partyprivilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may disclose to any and all personsbe in-house counsel) could be, without limitation of any kind, future litigation or (ii) if the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, Company or any other provisions Company Subsidiary, on the one hand, and Parent and Merger Sub or any of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates or Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of the immediately preceding clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such privilege to be undermined with respect to this Agreementsuch information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the parties use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the other party shall not be required to provide the provided access and information otherwise required hereby with respect to records and information relevant to such dispute information; provided, further, that the Company shall (1) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or any Company Subsidiaries’ obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined and (2) communicate to Parent and Merger Sub in which case reasonable detail the Laws governing information sharing applicable facts giving rise to such disputes shall governnotification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.3(c)).

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, The Sellers shall cause the Company shallto, and the Company shall cause each of the Company Subsidiaries to, afford to Buyer and use commercially reasonable efforts its accountants, counsel, financial advisors and other representatives, and to cause each of the Company JVs prospective lenders, placement agents and other financing sources and each of their respective officersrepresentatives, directorsreasonable access, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times during normal business hours upon prior notice throughout the period prior to the officersClosing, employees, agents, properties, offices to the Company’s and other the Subsidiaries’ respective properties and facilities (including each theatre premisesall real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and “management letters” (if any) from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Company Subsidiaries and, to the extent available to the Companyduring such period, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, shall promptly furnish promptly such information concerning the businessbusinesses, properties, Contracts, assets, liabilities, properties and personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, and the Subsidiaries as Parent and its Representatives may Buyer shall reasonably request; provided, including without limitationhowever, 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 not unreasonably disrupt 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. (b) From the date of this Agreement operations. Prior to the Effective TimeClosing, Parent shall, and the Sellers shall cause the Company to keep the Buyer informed as to all material matters involving the operations and businesses of the Company and each of the Parent Subsidiaries Subsidiaries. The Sellers shall cause Company to authorize and direct the appropriate directors, managers and employees of each such Subsidiary to have preliminary discussions as to matters involving the operations and business of their respective Representatives to, (i) provide to the Company or such Subsidiary, as the case may be, with representatives of Buyer and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices prospective lenders or placement agents and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyfinancial sources. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Prior to the execution of this Agreement, Acquiror, its accountants, counsel and advisers have reviewed and investigated financial, tax and operating data and other information with respect to the Company and the Affiliated Entities, and their offices, facilities, assets, properties, employees, books and records, for the purpose of confirming the accuracy of the representations and warranties of Seller and the Company contained in this Agreement. Neither that review and investigation by Acquiror, nor any review and investi- gation made hereafter pursuant to Section 8.1(c), shall affect any representation or warranty made by Seller or the Company hereunder. (b) Notwithstanding any other information or documents made available to Acquiror, its accountants, counsel or advisers, Seller and the Company shall not be deemed to have made to Acquiror any representation or warranty other than those expressly made in Article VI; and neither Seller nor the Company shall be deemed to have made any representation or warranty to Acquiror with respect to any projections, estimates or budgets delivered to or made available to Acquiror relating to future revenues, future expenses, future results of operations, future developer affiliations or future Members, or, except as set forth in Article VI, any other forward-looking data. (c) During the period from the date of this Agreement to through the Effective TimeClosing Date, Seller and the Company shallshall permit, and shall cause each of the Company Subsidiaries Affiliated Entities to permit, Acquiror and use commercially its advisors, accountants, attorneys and representatives to have access, 49 during regular business hours and upon reasonable efforts notice, to cause each of the Company JVs and each of their respective officersoffices, directorsfacilities, assets, properties, employees, attorneys, accountants, advisors, representatives books 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) records of the Company and the Company Subsidiaries andAffiliated Entities, and shall furnish, or cause to be furnished, to the extent available Acquiror, such financial, tax and operating data and other information with respect to the Companysuch entities and their respective offices, the Company JVsfacilities, 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 businessassets, properties, Contractsemployees, assets, liabilities, personnel businesses and other aspects of itself and its Subsidiaries and, operations as Acquiror shall from time to the extent available to the Company, the Company JVs, as Parent and its Representatives may time 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) Acquiror 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. (b) From the date of this Agreement to the Effective Time, Parent shallhold, and shall cause each its Affiliates, advisors, accountants, attorneys and representatives to hold, any non-public information so provided to Acquiror by or on behalf of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to Seller or the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of connection with the transactions contemplated herein and all tax strategies relating to by this Agreement in confidence in accordance with the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)Confidentiality Agree- ment.

Access to Information; Confidentiality. (a) From Subject to applicable Law or Judgment, (i) the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP) subject to the requirements of Ernst & Young LLP) and (ii) following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel as Parent may reasonably request; provided that Parent and its representatives shall coordinate any such activities with the Company with a view towards not unreasonably interfering with the business or operations of the Company. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement and will comply with the terms of the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, 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, as and to the extent requested by Parent, provide Parent with (i) provide a complete and correct list of all licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its Subsidiaries (the “FCC Licenses”), (ii) complete and correct copies of each FCC License, which FCC Licenses contain: (A) the address and physical location of the device(s) covered by each FCC License, and (B) a written description of the purpose of the device(s) covered by each FCC License, (iii) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (iv) all information reasonably necessary for Parent 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 make an independent determination that 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 have complied with FCC rules regarding changes of ownership control of the Company’s normal hours FCC Licenses (including descriptions of operation, to conduct visual inspections, take measurements, make surveys any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and perform corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any standard “phase I” environmental inspections deemed desirable by Parentsuch change of ownership or control). (bc) From the date of this Agreement to the Effective Time, The Company and Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Subsidiaries to, (i) provide reasonably cooperate to ensure an orderly transition and integration process in connection with the Company Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanySubsidiaries. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing, upon reasonable notice, the Company shallshall (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the offices, properties, books and records of the Company, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Company to cooperate with Parent in its investigation of the Company. Any investigation pursuant to this Section 5.4(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and shall be arranged through the responsible officers of the Company designated for such purpose. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers or the Company in this Agreement. (b) After the Closing, Sellers and their Affiliates shall hold, and shall cause each of the Company Subsidiaries and use commercially their reasonable best efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisorscounsel, representatives consultants, advisors and agents (collectivelyto hold, “Representatives”) toin confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officerspreviously known on a nonconfidential basis by Sellers, 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 in the public domain through no fault of Sellers or their Affiliates or (iii) later lawfully acquired by Sellers from sources other than those related to applicable Laws relating its prior ownership of the Company. The obligation of Sellers and their respective Affiliates to the exchange of information, furnish promptly hold any such information concerning in confidence shall be satisfied if they exercise the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, same care with respect 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 they would take to prepare any required fillings under preserve 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each confidentiality of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of own similar information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to From the data and information disclosed pursuant to this Section 6.1, date hereof until the parties shall comply withClosing, and from and after the Closing, upon reasonable notice, Sellers shall cause their respective Representatives afford promptly to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE Parent and Loews its agents reasonable access during normal business hours to its books and records (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Partyincluding accountant’s work papers) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactionsCompany to the extent reasonably necessary for Parent in connection with any audit, as well as all materials investigation, dispute or Litigation relating to the Company, except for Litigation between Parent, on the one hand, and the Company and/or Sellers, on the other hand; provided that (i) such books and records are material to such audit, investigation, dispute or Litigation, (ii) the information contained in such books and records is not available from the Company and (iii) any such access by Parent shall not unreasonably interfere with the conduct of any kind the business of Sellers. Parent shall keep such books, records and information gained therefrom in confidence, except to the extent that such information can be shown to have been (including opinions i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or its Affiliates or (iii) received on a non-confidential basis from a source other than the Company or Sellers, provided that such source is not known to Parent to be subject to a contractual, legal, fiduciary or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions obligation of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates confidentiality with respect to this Agreementsuch information. In the event that Parent becomes legally compelled (by deposition, interrogatory request for documents, subpoena, civil investigative demand or similar process) to disclose any such information, Parent may disclose such information to the parties shall not be required extent legally required; provided, however, that (a) the Company and/or Sellers, as applicable, are first notified of such legal process, unless such notice is prohibited by law or court order, (b) Parent attempts to provide obtain the access and information otherwise required hereby with respect to records and information relevant Company’s and/or Seller’s (as applicable) consent to such dispute disclosure, and (c) at the Company’s and/or Seller’s (as applicable) request, Parent shall provide reasonable assistance in which case the Laws governing information sharing applicable to obtaining protective relief from such disputes shall govern)disclosure.

Access to Information; Confidentiality. (a) From the date of this Agreement to the earlier of the Combination Merger Effective TimeTime and the termination of this Agreement in accordance with ARTICLE 6, the Company Surge 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 its directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, the “Surge Representatives”) to, : (i) provide to Parent Motor and its Representatives the Merger Subs and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (the “Motor Representatives”) reasonable access at reasonable times during normal business hours upon prior reasonable advance written 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 thereofof Surge, (ii) make the officers of Surge available to Motor and the Motor Representatives, upon reasonable notice and during normal business hours, as Motor or the Motor Representatives shall from time to time reasonably request, and (iiiii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of itself and its Subsidiaries and, to Surge as Motor or the extent available to the Company, the Company JVs, as Parent and its Motor Representatives may reasonably requestrequest for reasonable purposes related to the consummation of the Transactions; provided, including without limitationhowever, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No that no investigation conducted pursuant to this Section 6.1(a4.3(a) shall affect or be deemed to modify limit or limit expand any representation or warranty made by Surge in this Agreement. Such access shall afford Parent the opportunity, outside Agreement or any of the Companyconditions to the obligations of the Parties under this Agreement; provided, further, that any investigation pursuant to this ARTICLE ‎4 shall be conducted in such manner as not to interfere unreasonably with the normal operations of Surge’s normal hours business; provided, further, that Surge and the Surge Representatives shall not be required to provide access to the books and records of operation, Surge or to conduct visual inspections, take measurements, make surveys and perform furnish information (whether through Surge Representatives or otherwise) if doing so would (A) cause a violation of any standard “phase I” environmental inspections deemed desirable by Parent. (b) From obligation of Surge to a third party pursuant to an agreement with a third party to which Surge is a party as of the date of this Agreement (so long as Surge shall have used commercially reasonable efforts to obtain the consent of such third party to such access or furnishing of information), (B) cause a reasonable risk of loss of the attorney-client, work product or similar right, protection or privilege of Surge or (C) constitute a violation of applicable Law; provided that in each case Surge shall use commercially reasonable efforts to provide documents and information (or the contents thereof) to the Effective Timeextent practicable without waiving such privilege or protection or violating such agreement or Law. Each of Motor, Parent shall, ParentCo and shall cause each Merger Sub acknowledges that the information provided by Surge and the Surge Representatives to Motor and the Motor Representatives in connection with this Agreement and the Transactions are subject to the terms of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Confidentiality Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6January 1, 20052019, by and between AMCE Surge and Loews Motor (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (db) The Representative hereby agrees that it shall, and shall cause its directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives to treat and hold in strict confidence any Confidential Information and will not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without ParentCo’s prior written consent. Notwithstanding the foregoing provisionsforegoing, the Representative may disclose Confidential Information in the event that the Representative is requested or required to disclose such Confidential Information pursuant to any Law or other legal process; provided that the Representative shall (i) provide ParentCo, to the extent legally permitted, with prompt written notice of such requirement so that the ParentCo or an Affiliate thereof may seek a protective Order or other remedy and (ii) furnish only that portion of such Confidential Information which is legally required to be provided pursuant to the applicable legal process as advised by counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. For purposes hereof, “Confidential Information” means all confidential or proprietary documents and information concerning Motor, ParentCo, Surge or any other provisions of this Agreementtheir Affiliates (including any information of third parties where Motor, if ParentCo, Surge or any dispute is pending among of their Affiliates has an obligation to keep such information confidential), in each case obtained by the parties to this Agreement or their respective Affiliates with respect Representative pursuant to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their respective subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to until the Effective Time, , (i) the Company shall, shall (and shall cause each of the Company Subsidiaries its subsidiaries to): (A) provide to Parent (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective Parent’s officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, including access to conduct any reasonable environmental assessment and (B) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; and (ii) Parent shall (and shall cause its subsidiaries to, and use its reasonable best efforts to cause LNM to): (iA) provide to Parent the Company and its the Company’s 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries and to the books and records thereof, thereof and (iiB) subject to applicable Laws relating furnish promptly to the exchange of information, furnish promptly Parent such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself Parent and the Parent Subsidiaries (including for the purposes of this Section 6.03(a)(ii)(B), LNM and its Subsidiaries Subsidiaries) as is reasonably necessary in order for the Company to perform a due diligence review with respect to the representations, warranties and its Representatives may reasonably request, including without limitation, such covenants provided to the Company pursuant to this Agreement. (b) All information as may be required to prepare any filings under the Securities Act obtained by Parent or the Exchange Act. No investigation conducted Company pursuant to this Section 6.1(b) 6.03 shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this accordance with the confidentiality agreement, dated September 28, 2004 (the “Confidentiality Agreement. Such access shall afford the Company the opportunity”), outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys between Parent and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed No investigation pursuant to this Section 6.1, 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding Each of the foregoing provisions, or any other Parent and the Company hereby waives the provisions of the Confidentiality Agreement as and to the extent necessary to permit the consummation of the transactions contemplated by this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeTime (or earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall, and shall 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, attorneys, accountants, advisors, representatives and employees or authorized agents (collectively, “Representatives”) to, to (i) provide to Parent and its Parent's Representatives access access, at reasonable times upon prior notice 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, thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assetsassets (tangible and intangible, including Intellectual Property), liabilities, personnel Tax Returns, Tax elections and all other workpapers (provided that with respect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, personnel, internal financial statements and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, and the Company Subsidiaries as Parent and its or Parent's Representatives may reasonably request, including without limitation, such information as may . The Company shall be required entitled to prepare have a representative present at any required fillings under the Securities Act or the Exchange Actinspection. No investigation conducted pursuant to this Section 6.1(a) 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Such access shall afford Parent the opportunitySubject to compliance with applicable Laws, 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. (b) From from the date of this Agreement to until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent shall, and shall cause each to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Parent Subsidiaries Company and each Company Subsidiary and the general status of their respective Representatives tothe ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (i) provide where such access or disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that with respect to any such binding agreements, and following execution of this Agreement, the Company will use commercially reasonable efforts, to the extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company and its Representatives advises that such access at reasonable times upon prior notice or disclosure should not be disclosed in order to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of ensure compliance with any applicable Law. Parent and the Parent Subsidiaries and agrees to the books and records thereof, and (ii) subject hold confidential all information which it has received or 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted which it has gained access pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made 6.5 in this accordance with the Confidentiality Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6March 3, 20052006 between the Company and Parent, between AMCE and Loews as amended from time to time (the “"Confidentiality Agreement”"). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose As soon as practicable after delivering or making available any nonpublic information to any and all persons, without limitation of any kindPerson in connection with a Superior Offer, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating Company shall deliver such nonpublic information to Parent (to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided extent such information has not already been deliver to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall governParent).

Access to Information; Confidentiality. (a) From The parties shall comply with, and shall cause their respective Representatives (as defined below) to comply with, to the extent permitted by applicable Law, all of their respective obligations under the Confidentiality Agreement dated September 8 and September 9, 1999 (the "Confidentiality Agreement") between the Company and members of the Investor Group. Notwithstanding the Confidentiality Agreement, the Company acknowledges that Merger Sub may cause an information memorandum to be prepared and used in connection with the consummation of the financing of the Transactions; provided, that any recipient of such information memorandum shall be subject to customary confidentiality requirements. (b) Subject to the Confidentiality Agreement, from the date of this Agreement hereof to the Effective Time, the Company shall, shall (and shall cause each of the Company Subsidiaries its subsidiaries to) provide to Merger Sub (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (other representatives, collectively, “"Representatives”") access to all information and documents which Merger Sub may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company or its subsidiaries, except for attorney-client privilege information and information that is attorney work product. (c) From the date hereof to the Effective Time, the Company shall (and shall cause each of its subsidiaries to, ): (i) provide to Parent Merger Sub 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, its subsidiaries and to the books and records thereof, thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself the Company and its Subsidiaries and, to the extent available to the Company, the Company JVs, subsidiaries as Parent and Merger Sub or its Representatives may reasonably request, including without limitation, such except for attorney-client privilege 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. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesis attorney work product. (d) Notwithstanding No investigation by Merger Sub, whether prior to the foregoing provisions, or any other provisions execution of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect pursuant to this AgreementSection 7.04, shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement Upon reasonable notice and subject to applicable Laws relating to the Effective Timeexchange of information and subject to the procedures set forth on Section 5.6(a) of the Company Disclosure Schedules, 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 access at reasonable times upon prior notice Representatives, to the extent reasonably requested by Parent, copies of its and its Subsidiaries’, commitments, books, Contracts, records and correspondence, including financial and operating data on a product line and/or segment-level basis, materials filed with or furnished to any Governmental Authority, monthly profit and loss statements, balance sheets, capital expenditure details, bookings and backlog schedules, monthly management reporting packages, budget to actual reports and full year 2013 reforecasts, as well as reasonable access to its officers, key employees, subject matter experts and other personnel as agreed to by the Company and, subject to the supervision by a Company employee, accountants, counsel, financial advisors, sales agents, properties, offices distributors and other facilities Representatives and (including each theatre premisesii) afford access to the physical properties of the Company and its Subsidiaries accompanied by a Company employee and upon reasonable request, all of the foregoing to be used by Parent and its Representatives to conduct integration planning and to determine whether the conditions set forth in Article VI have been satisfied (and the Company Subsidiaries andagrees to provide, or cause to be provided, reasonable cooperation in connection therewith, provided, that all of the foregoing access or cooperation shall not be unduly disruptive to the extent available operation of the Company’s business). The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the Company, requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company JVs, and to from the books and records thereof, SEC concerning compliance with securities Laws and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the its and its Subsidiaries’ business, properties, Contracts, assets, liabilities, properties and 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. (b) From Except for disclosures permitted by the date of this Agreement to the Effective Time, Parent shall, and shall cause each terms of the Parent Subsidiaries Confidentiality and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Standstill Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6October 2, 20052012, between AMCE GE Energy, LLC and Loews the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Notwithstanding anything else contained , Parent and its Representatives shall hold information received from the Company in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of connection with the transactions contemplated herein by this Agreement in confidence in accordance with the terms of the Confidentiality Agreement. In the event of the termination of this Agreement in accordance with its terms, nothing in this Agreement shall be deemed to limit the restrictions applicable to Parent under the Confidentiality Agreement, including with respect to any information obtained by Parent pursuant to Section 5.6(a). (c) This Section 5.6 shall not require the Company to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in (i) any violation of any contract or Law to which the Company or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and all tax strategies relating such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Person’s position in any pending or, what such Person believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to facilitate disclosure of such information (including by entering into a joint-defense or similar agreement) to the transactionsextent doing so (1) would not (in the good faith belief of the Company (after consultation with counsel, as well as all materials which may be in-house counsel)) reasonably be likely to result in the violation of any kind (including opinions such contract or other tax analyses) that are provided Law or reasonably be likely to cause such privilege to be undermined with respect to such Party relating information or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which appropriately designated Representatives of Parent shall be provided access to such tax treatmentinformation; provided, tax structure further, that the Company shall (x) notify Parent that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to Parent in reasonable detail the facts giving rise to such notification and tax strategiesthe subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.6(c)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (d) Notwithstanding the foregoing provisionsNo investigation, or information received, pursuant to this Section 5.6 will modify any other provisions of this Agreement, if any dispute is pending among the representations and warranties of the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)hereto.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Prairie Nevada and its representatives reasonable access during normal business hours during the date of this Agreement period prior to the Effective TimeTime to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Prairie Nevada all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its obligations hereunder, during the period prior to the Effective Time, Prairie Nevada shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its obligations hereunder, and, during such period, Prairie Nevada shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Subsidiaries and use commercially reasonable efforts to Prairie Nevada will hold, and will cause each of the Company JVs and each of their its 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, agentsaccountants, propertiescounsel, offices financial advisors and other facilities (including each theatre premises) of the Company representatives and the Company Subsidiaries andaffiliates to hold, 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 any nonpublic 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 Parentconfidence. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company 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 Parent and the Parent Subsidiaries 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 as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 4.01 shall affect any representations or be deemed to modify warranties of the Parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesParties hereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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 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 Representatives access at reasonable times upon prior notice to the Parent's officers, employees, agentscounsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, offices books, contracts, commitments, Returns, personnel and other facilities (including each theatre premises) of the Company and the Company Subsidiaries records and, to the extent available to the Companyduring such period, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange shall cause each of informationits Subsidiaries to, furnish as promptly as practicable to Parent such information concerning the its business, properties, Contractsfinancial condition, assets, liabilities, operations and 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 from time to time reasonably request, including without limitation, . Any such information as may be required to prepare any required fillings under investigation by Parent shall not affect the Securities Act representations 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 warranties contained in this Agreement. Such access shall afford Except as required by law, Parent will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Company in confidence to the opportunityextent required by, outside and in accordance with the provisions of, the letter agreement dated August 17, 1999, between Parent and Company with respect to confidentiality and other matters, and Parent agrees that, prior to the Effective Time, it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of the Company’s normal hours Company or any of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentits Subsidiaries. (b) From the date of this Agreement to the Effective TimeUpon reasonable notice, Parent shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide afford to the Company and its Representatives access at reasonable times upon prior notice to the Company's officers, employees, agentscounsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books books, contracts, commitments, Returns, personnel and records thereofand, during such period, Parent shall, and (ii) subject to applicable Laws relating to the exchange shall cause each of informationits Subsidiaries to, furnish as promptly as practicable to Company such information concerning the its business, properties, Contractsfinancial condition, assets, liabilities, operations and personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may from time to time reasonably request, including without limitation, . Any such information as may be required to prepare any filings under investigation by Company shall not affect the Securities Act representations or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made warranties contained in this Agreement. Such access shall afford the Except as required by law, Company the opportunitywill hold, outside of Parent’s normal hours of operationand will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to conduct visual inspectionshold, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect non-public information obtained from Parent in confidence to the data and information disclosed pursuant to this Section 6.1, the parties shall comply withextent required by, and shall cause their respective Representatives to comply within accordance with the provisions of, their obligations under the letter agreement, dated as of May 6August 17, 20051999, between AMCE Parent and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates Company with respect to this Agreementconfidentiality and other matters, and Company agrees that, prior to the parties shall Effective Time, it will not be required use any such non-public information to, directly or indirectly, divert or attempt to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)divert any business, customer or employee of Parent or any of its Subsidiaries.