Common use of Access to Information Prior to the Closing Clause in Contracts

Access to Information Prior to the Closing. From the date hereof and prior to the Closing, the Company shall provide Parent, Merger Sub and their representatives reasonable access during regular business hours to all facilities, books and records and personnel of the Company and its Subsidiaries as Parent and Merger Sub may reasonably request; provided that (a) Parent, Merger Sub and their representatives shall take such action as is deemed necessary in the reasonable judgment of the Company or any of its Subsidiaries to schedule such access and visits through an individual designated by the Company and in such a way as to avoid disrupting in any material respect the normal business of the Person providing access, (b) neither the Company nor any of its Subsidiaries shall be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product or other privilege or would compromise its confidential information, (c) neither the Company nor any of its Subsidiaries shall be required to supply any information which, in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives be permitted to conduct any sampling of soil, sediment, ground water, surface water or building material in connection with any such access; provided, that the Company will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses (b) or (c) shall not apply. Any disclosure during any investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause to be delivered to Parent monthly operating reports regarding the Company and its Subsidiaries, in each case, to the extent as prepared by the Company in the ordinary course of business consistent with past practice.

Access to Information Prior to the Closing. From During the date hereof Pre-Closing Period, each Seller Party shall, and prior to the Closingshall cause each Company Entity to, the Company shall provide Parentgive Buyer and its accountants, Merger Sub counsel and their representatives other Representatives reasonable access during regular normal business hours and with reasonable prior notice to all the offices, facilities, books properties, members of DDL’s executive management team and records Books and personnel Records of the Company Entities and such other information as Buyer may reasonably request. As a part of such access, during the Pre-Closing Period, the Seller Representative shall deliver to Buyer the unaudited consolidated and consolidating balance sheets, statements of income and retained earnings and statements of cash flows of DDHL and its Subsidiaries for each month that ends during the Pre-Closing Period within 25 days after the end of such month. As a further part of such access, during the Pre-Closing Period, Buyer shall have the right to contact (i) the customers, vendors, and suppliers which are, or should have been, listed as Parent and Merger Sub may reasonably request; provided that (a) Parent, Merger Sub and their representatives shall take such action as is deemed necessary in the reasonable judgment a “top 20” customer or “top 10” vendor on Section 4.22 of the Company or any of its Subsidiaries to schedule such access and visits through an individual designated by the Company and in such a way as to avoid disrupting in any material respect the normal business of the Person providing access, (b) neither the Company nor any of its Subsidiaries shall be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product or other privilege or would compromise its confidential information, (c) neither the Company nor any of its Subsidiaries shall be required to supply any information which, in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitiveDisclosure Letter, and (dii) up to twenty (20) Franchisees of the Buyer’s choosing, in no event shall Parent, Merger Sub or any of their representatives be permitted each case with respect to conduct any sampling of soil, sediment, ground water, surface water or building material in connection with any such accessthe Transactions; provided, that Buyer shall coordinate all such communication with Seller Representative and Seller Representative shall have a right to have a representative present for all such communications. Seller Parties shall instruct the members of DDL’s executive management team and counsel and advisors of Sellers and the Company will use reasonable best efforts Entities to make appropriate substitute disclosure arrangements under circumstances reasonably cooperate with Buyer in which the restrictions of clauses (b) or (c) shall not apply. Any disclosure during any its investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth Entities. Buyer shall not, directly or indirectly, contact or otherwise communicate with any customers, vendors, suppliers, Franchisees, or employees of the Acquired Companies except as explicitly stated in this Agreement. All information and access given to ParentSection or with Seller Representative’s prior written consent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause not to be delivered to Parent monthly operating reports regarding the Company and its Subsidiaries, in each case, to the extent as prepared by the Company in the ordinary course of business consistent with past practiceunreasonably withheld.

Access to Information Prior to the Closing. From (a) During the period from the date hereof and prior to through the ClosingClosing Date, the Company shall provide Parent, Merger Sub give Holdings and their its authorized representatives reasonable access during regular business hours to all properties, offices, facilities, books and records and personnel of the Company and its Subsidiaries and make available to Holdings such information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent and Merger Sub Holdings may reasonably request; provided provided, that (ai) Parent, Merger Sub Holdings and their its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller and the Company or any of its Subsidiaries to schedule such access and visits through an individual a designated by officer of the Company and in such a way as to avoid disrupting in any material respect the normal business of the Person providing accessCompany and its Subsidiaries, (bii) neither the Company nor any of its Subsidiaries shall not be required to take any action which would adversely affect constitute a waiver of the ability to assert attorney-client, attorney work product client or other privilege or would compromise Seller’s confidential information not related to the Company or its confidential informationSubsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), (ciii) neither the Company nor any of its Subsidiaries shall be required to need not supply Holdings with any information which, in the reasonable judgment of Seller or the Company, the Company or its reasonable judgment, such Person Subsidiaries is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (div) in no event shall Parent, Merger Sub or any of their representatives Holdings be permitted to conduct any sampling of soil, sediment, ground watergroundwater, surface water or building material in connection with any such access; provided, that the material. The Company will use reasonable best efforts to shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses the preceding proviso apply. (b) or During the period from the date hereof through the Closing Date, Holdings shall give Seller and its authorized representatives reasonable access during regular business hours to all properties, offices, facilities, books and records and personnel of Holdings and its Subsidiaries and make available to Seller such information concerning Holdings’ and its Subsidiaries’ business, properties and personnel as Seller may reasonably request; provided, that (ci) shall not apply. Any disclosure during any investigation by Parent, Merger Sub or their Seller and its representatives shall not constitute an enlargement take such action as is deemed necessary in the reasonable judgment of Holdings to schedule such access and visits through a designated officer of Holdings and in such a way as to avoid disrupting in any material respect the representations or warranties normal business of the Company beyond those specifically set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause to be delivered to Parent monthly operating reports regarding the Company Holdings and its Subsidiaries, in each case, (ii) Holdings shall not be required to the extent as prepared by the Company in the ordinary course of business consistent with past practice.take any action which would constitute

Access to Information Prior to the Closing. From During the period from the date hereof through the Closing Date, Seller shall, and prior to shall cause the Closing, the Company shall provide Parent, Merger Sub Companies and their Subsidiaries to, give Buyer and its authorized representatives reasonable access during regular business hours to all facilitiesoffices, books facilities and records personnel, and personnel of the Company Books and its Subsidiaries Records and the Rx Product Regulatory Documentation, as Parent and Merger Sub applicable, as Buyer may reasonably request; provided provided, that (a) Parent, Merger Sub Buyer and their its representatives shall take such action as is deemed necessary in the reasonable judgment of the Company or any of its Subsidiaries Seller to schedule such access and visits through an individual a designated by the Company officer of Seller and in such a way as to avoid disrupting in any material respect the normal business operations of the Person providing accessTransferred Business, (b) neither Seller nor the Company Companies nor any of its their Subsidiaries shall be required to take any action which to the extent that such action would adversely affect constitute a waiver of the ability to assert attorney-client, attorney work product client or other privilege (provided, however, that access and information shall be disclosed or granted, as applicable, to external counsel for Buyer to the extent reasonably required for the purpose of complying with applicable Antitrust Laws, subject to prior execution of a common interest or joint defense agreement in customary form) or would compromise its Seller’s confidential informationinformation not related to the Transferred Business, (c) neither Seller nor the Company Companies nor any of its their Subsidiaries shall be required to supply Buyer with any information whichto the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information), in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives Buyer be permitted to conduct any invasive testing of the Conveyed Sites or the Leased Real Property or the building, or improvements thereon, including without limitation sampling of soil, sediment, ground watergroundwater, surface water or building material material, (e) Buyer’s access to the Tax information, books and records of Seller, the Companies, and the Companies’ Subsidiaries shall be governed exclusively by Article VI, (f) in connection the event that Buyer requests information about a directly or indirectly identified or identifiable individual natural person (“Personal Data”), Buyer shall enter into a Personal Data Transfer Agreement with any such access; providedSeller covering the type and permitted uses and disclosures of the Personal Data, that the Company will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses (b) or (c) and Seller shall not apply. Any disclosure during be required to provide any Personal Data to Buyer that is not expressly addressed in a duly executed Personal Data Transfer Agreement, and (g) no investigation by Parentby, Merger Sub or their information furnished to, Buyer or its representatives shall not constitute an enlargement affect or be deemed to modify any representation or warranty made by Seller herein, any covenants or agreements by Seller hereunder or the conditions to the obligations of the representations or warranties of parties to consummate the Company beyond those specifically Contemplated Transactions set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause to be delivered to Parent monthly operating reports regarding the Company and its Subsidiaries, in each case, to the extent as prepared by the Company in the ordinary course of business consistent with past practiceArticle VII.

Access to Information Prior to the Closing. From (a) During the period from the date hereof until the Closing Date, subject to applicable Law, each of Seller and prior Buyer shall use reasonable best efforts to cause their senior representative(s) to meet once a week in a joint transition committee (the “Transition Committee”), which committee shall (i) define the parameters for planning the operational implementation of the Contemplated Transactions (including the scope of access and information sharing during the period between the date hereof until the Closing Date), (ii) monitor the process of the operational workstreams, (iii) enable Buyer and Seller to discuss any action requiring Buyer consent or consultation pursuant to Section ‎6.1(b)(x) and (iv) discuss such other matters as the Transition Committee shall determine. (b) Subject to the Closingframework and limitations defined by the Transition Committee as contemplated by Section ‎6.3(a)(i), (i) during the period from the date hereof through the Closing Date, Seller shall cause the Company shall provide Parent, Merger Sub to give Buyer and their its authorized representatives reasonable access during regular business hours to all personnel, offices, facilities, books and records of the Company as Buyer may reasonably request and personnel (ii) all access pursuant to this Section ‎6.3 and this Agreement generally shall be (A) conducted upon reasonable advance notice to Seller and the Company’s management team and (B) conducted in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries and conducted at Buyer’s sole cost and expense. Notwithstanding anything to the contrary contained herein, during the period from the date hereof through the Closing Date, neither Seller nor the Company or its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would, in Seller’s reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of Seller or the Company or its Subsidiaries, (2) conflict with any applicable Law (including applicable Data Protection Laws) or Order applicable to Seller or the Company or its Subsidiaries or the assets, or operation of the business, of Seller or the Company or its Subsidiaries (including any disclosure or action covered by Section ‎6.3(f)) or (3) result in the disclosure of competitively sensitive information; provided, however, that, in such instances, Seller shall inform Buyer of the general nature of the information being withheld and, upon Buyer’s request and at Xxxxx’s sole cost and expense, reasonably cooperate with Buyer to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (1), (2) and (3), including, with respect to competitively sensitive information, via “clean team” arrangements. Notwithstanding anything to the contrary contained herein, during the period from the date hereof through the Closing Date, without the prior written consent of Seller (which consent may be withheld for any reason), Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any employee, vendor, supplier or customer of the Amundi Parties or the Company or any of its Subsidiaries regarding the business, operations, or prospects of the Company and its Subsidiaries or this Agreement or the transactions contemplated hereby. (c) Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller shall, and shall cause the Company and its Subsidiaries to make available to Buyer the following information: (i) within fifteen (15) Business Days following the last day of any calendar month ending after the date hereof but prior to the Closing Date, the unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries and the unaudited consolidated results of operations and changes in capital of Amundi US, Inc. and its Subsidiaries for the month so ended, in each case prepared in accordance with GAAP; and (ii) within fifteen (15) Business Days following the last day of any calendar month ending after the date hereof but prior to the Closing Date, the information set forth on Section ‎6.3(c)(ii) of the Company Disclosure Schedule in substantially the form set forth therein. (d) Each of the parties hereto hereby agrees to be bound by, and that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information,” as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, the terms of which are incorporated herein by reference; provided, that effective as of the Closing, and notwithstanding anything to the contrary in the Confidentiality Agreement, the term of the obligations of confidentiality, non-disclosure and non-use shall be extended to the date that is two years following the Closing; provided, however, that effective as of the Closing, such obligations of confidentiality, non-disclosure and non-use shall cease to apply to Buyer with respect to information solely about the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the Amundi Parties acknowledge that prior to the date hereof they have had, and prior to the Closing Date they will have, access to information about the Company and its Subsidiaries and that the Amundi Parties’ direct or indirect ownership interest in the Company brought them into close contact with confidential and proprietary information of the Company and its Subsidiaries. In recognition of the foregoing, the Amundi Parties agree, at all times during the Restricted Period, to, and to cause their respective Affiliates that have received Company Group Confidential Information to, hold in confidence, and not to disclose to any Person the Company Group Confidential Information, in each case without the prior authorization of Buyer. (e) Seller shall cause to be prepared in accordance with GAAP (applied on a consistent basis) and in compliance with Regulation S-X and delivered to Buyer, true and complete copies of (1) as promptly as practicable (and in any event no later than August 9, 2024), (A) the audited annual consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the years ended December 31, 2023, 2022 and 2021 and (B) the unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the six months ended June 30, 2024 and June 30, 2023, upon which the Company’s auditors have performed a SAS 100 review, (2) by November 11, 2024, the unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the nine months ended September 30, 2024 and September 30, 2023, upon which the Company’s auditors have performed a SAS 100 review, (3) if the Closing has not occurred by December 1, 2024, audited annual consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the year ended December 31, 2024 no later than March 21, 2025, (4) if the Closing has not occurred by March 3, 2025, unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries upon which the Company’s auditors have performed a SAS 100 review, as deemed necessary for Buyer’s SEC filing purposes and (5) no later than 75 days following the Closing, an audited consolidated balance sheet of Amundi US, Inc. and its Subsidiaries as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date and an unaudited consolidated balance sheet of the Company and its Subsidiaries as Parent and Merger Sub may reasonably request; provided of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date. (f) Notwithstanding any other provision of this Agreement to the contrary, no disclosure, representation or warranty shall be made, or other action taken, pursuant to this Agreement that (awould involve the disclosure of “confidential supervisory information” as defined in 12 C.F.R. § 261.2(b) Parent, Merger Sub and their representatives shall take such action as is deemed necessary in the reasonable judgment of the Company or any successor regulation of its Subsidiaries any Governmental Authority by any party to schedule such access and visits through an individual designated this Agreement to the extent prohibited by applicable Law. To the Company and in such a way as to avoid disrupting in any material respect the normal business of the Person providing accessextent legally permissible, (b) neither the Company nor any of its Subsidiaries appropriate substitute disclosures or actions shall be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product made or other privilege or would compromise its confidential information, (c) neither the Company nor any of its Subsidiaries shall be required to supply any information which, in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives be permitted to conduct any sampling of soil, sediment, ground water, surface water or building material in connection with any such access; provided, that the Company will use reasonable best efforts to make appropriate substitute disclosure arrangements taken under circumstances in which the restrictions limitations of clauses (b) or (c) shall not the preceding sentence apply. Any disclosure during any investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to Notwithstanding the foregoing, the Company shall deliver no failure to disclose or cause take any other action pursuant to be delivered this Section 6.3(f) will operate to Parent monthly operating reports regarding the Company and its Subsidiarieswaive or exclude, in each caseor relieve Seller or any liability for, to the extent as prepared by the Company in the ordinary course a breach of business consistent with past practiceany representation or warranty of this Agreement.

Access to Information Prior to the Closing. From Subject to applicable Laws, during the period from the date hereof through the earlier of the Closing Date and prior the date this Agreement is validly terminated pursuant to the ClosingArticle VIII, the Company Constituent Companies, their Subsidiaries and Largus shall provide Parent, Merger Sub Buyer and their its representatives reasonable access during regular business hours to all offices, facilities, assets, books and records and personnel of the Company Constituent Companies, their Subsidiaries and its Subsidiaries Largus as Parent and Merger Sub Buyer may reasonably request, including the right to inspect the Vessels and conduct or cause to be conducted surveys of the Vessels; provided provided, that (a) Parent, Merger Sub Buyer and their its representatives shall take such action as is deemed necessary in the reasonable judgment of the Company Constituent Companies, their Subsidiaries or any of its Subsidiaries Largus to schedule such access and visits through an individual a designated by officer of the Company party providing access and in such a way as to avoid disrupting in any material respect the normal business of the Person party providing access, (b) neither the Company Constituent Companies nor any of its their Subsidiaries nor Largus shall be required to take any action which would adversely affect constitute a waiver of the ability to assert attorney-client, attorney work product client or other privilege or would compromise its such party’s confidential information, (c) neither the Company nor any of its Constituent Companies and their Subsidiaries shall be required to and Largus need not supply Buyer with any information which, in its the reasonable judgmentjudgment of the Constituent Companies and Largus, such Person is the Constituent Companies, any of their Subsidiaries or Largus are under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives Buyer be permitted to conduct any sampling of any environmental media, including soil, sediment, ground groundwater, surface water, surface water indoor or outdoor air or building material material. Prior to the Closing, Buyer shall not (and shall cause its Subsidiaries, representatives and Affiliates not to) use any information obtained pursuant to this Section 6.2 for any purpose unrelated to the Contemplated Transactions. For the avoidance of doubt, any information provided or made available in connection with any such access; provided, that the Company will use reasonable best efforts access pursuant to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses (b) or (c) shall not apply. Any disclosure during any investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives Section 6.2 shall be deemed to be, and treated as, “Restricted Information” or “Confidential Information,” as applicable, in accordance with the terms and subject to the terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause to be delivered to Parent monthly operating reports regarding the Company and its Subsidiaries, in each case, to the extent as prepared by the Company in the ordinary course of business consistent with past practice.

Access to Information Prior to the Closing. From (a) During the period from the date hereof until the Closing Date, subject to applicable Law, each of Seller and prior Buyer shall use reasonable best efforts to cause their senior representative(s) to meet once a week in a joint transition committee (the “Transition Committee”), which committee shall (i) define the parameters for planning the operational implementation of the Contemplated Transactions (including the scope of access and information sharing during the period between the date hereof until the Closing Date), (ii) monitor the process of the operational workstreams, (iii) enable Buyer and Seller to discuss any action requiring Buyer consent or consultation pursuant to Section ‎6.1(b)(x) and (iv) discuss such other matters as the Transition Committee shall determine. (b) Subject to the Closingframework and limitations defined by the Transition Committee as contemplated by Section ‎6.3(a)(i), (i) during the period from the date hereof through the Closing Date, Seller shall cause the Company shall provide Parent, Merger Sub to give Buyer and their its authorized representatives reasonable access during regular business hours to all personnel, offices, facilities, books and records of the Company as Buyer may reasonably request and personnel (ii) all access pursuant to this Section ‎6.3 and this Agreement generally shall be (A) conducted upon reasonable advance notice to Seller and the Company’s management team and (B) conducted in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries and conducted at Buyer’s sole cost and expense. Notwithstanding anything to the contrary contained herein, during the period from the date hereof through the Closing Date, neither Seller nor the Company or its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would, in Seller’s reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of Seller or the Company or its Subsidiaries, (2) conflict with any applicable Law (including applicable Data Protection Laws) or Order applicable to Seller or the Company or its Subsidiaries or the assets, or operation of the business, of Seller or the Company or its Subsidiaries (including any disclosure or action covered by Section ‎6.3(f)) or (3) result in the disclosure of competitively sensitive information; provided, however, that, in such instances, Seller shall inform Buyer of the general nature of the information being withheld and, upon Buyer’s request and at Bxxxx’s sole cost and expense, reasonably cooperate with Buyer to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (1), (2) and (3), including, with respect to competitively sensitive information, via “clean team” arrangements. Notwithstanding anything to the contrary contained herein, during the period from the date hereof through the Closing Date, without the prior written consent of Seller (which consent may be withheld for any reason), Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any employee, vendor, supplier or customer of the Amundi Parties or the Company or any of its Subsidiaries regarding the business, operations, or prospects of the Company and its Subsidiaries or this Agreement or the transactions contemplated hereby. (c) Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller shall, and shall cause the Company and its Subsidiaries to make available to Buyer the following information: (i) within fifteen (15) Business Days following the last day of any calendar month ending after the date hereof but prior to the Closing Date, the unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries and the unaudited consolidated results of operations and changes in capital of Amundi US, Inc. and its Subsidiaries for the month so ended, in each case prepared in accordance with GAAP; and (ii) within fifteen (15) Business Days following the last day of any calendar month ending after the date hereof but prior to the Closing Date, the information set forth on Section ‎6.3(c)(ii) of the Company Disclosure Schedule in substantially the form set forth therein. (d) Each of the parties hereto hereby agrees to be bound by, and that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information,” as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, the terms of which are incorporated herein by reference; provided, that effective as of the Closing, and notwithstanding anything to the contrary in the Confidentiality Agreement, the term of the obligations of confidentiality, non-disclosure and non-use shall be extended to the date that is two years following the Closing; provided, however, that effective as of the Closing, such obligations of confidentiality, non-disclosure and non-use shall cease to apply to Buyer with respect to information solely about the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the Amundi Parties acknowledge that prior to the date hereof they have had, and prior to the Closing Date they will have, access to information about the Company and its Subsidiaries and that the Amundi Parties’ direct or indirect ownership interest in the Company brought them into close contact with confidential and proprietary information of the Company and its Subsidiaries. In recognition of the foregoing, the Amundi Parties agree, at all times during the Restricted Period, to, and to cause their respective Affiliates that have received Company Group Confidential Information to, hold in confidence, and not to disclose to any Person the Company Group Confidential Information, in each case without the prior authorization of Buyer. (e) Seller shall cause to be prepared in accordance with GAAP (applied on a consistent basis) and in compliance with Regulation S-X and delivered to Buyer, true and complete copies of (1) as promptly as practicable (and in any event no later than August 9, 2024), (A) the audited annual consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the years ended December 31, 2023, 2022 and 2021 and (B) the unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the six months ended June 30, 2024 and June 30, 2023, upon which the Company’s auditors have performed a SAS 100 review, (2) by November 11, 2024, the unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the nine months ended September 30, 2024 and September 30, 2023, upon which the Company’s auditors have performed a SAS 100 review, (3) if the Closing has not occurred by December 1, 2024, audited annual consolidated financial statements of Amundi US, Inc. and its Subsidiaries for the year ended December 31, 2024 no later than March 21, 2025, (4) if the Closing has not occurred by March 3, 2025, unaudited consolidated financial statements of Amundi US, Inc. and its Subsidiaries upon which the Company’s auditors have performed a SAS 100 review, as deemed necessary for Buyer’s SEC filing purposes and (5) no later than 75 days following the Closing, an audited consolidated balance sheet of Amundi US, Inc. and its Subsidiaries as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date and an unaudited consolidated balance sheet of the Company and its Subsidiaries as Parent and Merger Sub may reasonably request; provided of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date. (f) Notwithstanding any other provision of this Agreement to the contrary, no disclosure, representation or warranty shall be made, or other action taken, pursuant to this Agreement that (awould involve the disclosure of “confidential supervisory information” as defined in 12 C.F.R. § 261.2(b) Parent, Merger Sub and their representatives shall take such action as is deemed necessary in the reasonable judgment of the Company or any successor regulation of its Subsidiaries any Governmental Authority by any party to schedule such access and visits through an individual designated this Agreement to the extent prohibited by applicable Law. To the Company and in such a way as to avoid disrupting in any material respect the normal business of the Person providing accessextent legally permissible, (b) neither the Company nor any of its Subsidiaries appropriate substitute disclosures or actions shall be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product made or other privilege or would compromise its confidential information, (c) neither the Company nor any of its Subsidiaries shall be required to supply any information which, in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives be permitted to conduct any sampling of soil, sediment, ground water, surface water or building material in connection with any such access; provided, that the Company will use reasonable best efforts to make appropriate substitute disclosure arrangements taken under circumstances in which the restrictions limitations of clauses (b) or (c) shall not the preceding sentence apply. Any disclosure during any investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to Notwithstanding the foregoing, the Company shall deliver no failure to disclose or cause take any other action pursuant to be delivered this Section 6.3(f) will operate to Parent monthly operating reports regarding the Company and its Subsidiarieswaive or exclude, in each caseor relieve Seller or any liability for, to the extent as prepared by the Company in the ordinary course a breach of business consistent with past practiceany representation or warranty of this Agreement.