Common use of Investigation Clause in Contracts

Investigation. Each of the Company and Parent shall afford to the other and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of privilege to the party disclosing such data or information, or would constitute a violation of applicable Laws. The parties hereby agree that each of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of (a) Upon reasonable notice, the Company shall, and Parent shall cause its Subsidiaries to, afford to (x) the other officers and to its officers, employees, employees and (y) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such persons described in this clause (y), collectively, “Representatives”) of Parent reasonable access upon reasonable advance notice, during normal business hours, hours throughout the period prior to the earlier of the Effective Time or and the Termination Datetermination of this Agreement, to all of its and its Subsidiaries’ available employees, properties, contractsbooks, commitments, books contracts and records (including, but not limited to, Tax Returns) and, during such period, the Company shall, and any shall cause the Company Subsidiaries to, furnish promptly to Parent or its affiliates, officers, directors, employees and Representative, (i) access to each report, schedule or and other document filed or received by it the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities Laws laws or filed with or sent to the SEC, FERC, the DOJ, the FTC, the PUCO or any other federal or state regulatory agency or commission and (ii) access to all information concerning the Company, the Company’s Subsidiaries, and their respective directors, officers and shareholders and such other matters as may be reasonably requested by Parent or its affiliates, officers, directors, employees and Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries (and, to the extent required by applicable Law, access to personnel records will be provided only if authorized by the specific employees); provided, however, that the Company may restrict the foregoing access and the disclosure of information to the extent that (i) in the reasonable judgment of the Company, any Law applicable to the Company requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the reasonable judgment of the Company, the information is subject to confidentiality obligations to a third party, (iii) such disclosure would result in disclosure of any trade secrets or confidential strategic analyses and evaluations of the Company or of third parties or (iv) disclosure of any such information or document could result in the loss of attorney-client privilege (provided that the Company and/or its counsel shall use all their commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another enter into such additional financial and operating data and joint defense agreements or other information arrangements, as appropriate, so as to its and its Subsidiaries’ respective businesses and properties as allow for such disclosure in a manner that does not result in the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of privilege attorney client privilege); provided further, however, that with respect to the party disclosing such data or information, or would constitute a violation of applicable Laws. The parties hereby agree that each of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto clauses (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision i) through (iv) of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the partiesSection 5.2(a), the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent(A) obtain the required consent of such third party to provide such access or disclosure or (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company; provided further, however, that no investigation pursuant to this Section 5.2 shall affect or be deemed to modify any representation or warranty made by the Company herein. Parent agrees to indemnify and hold the Company and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any director, officer, employee or Representative of Parent, and any damage to or destruction of any property owned by the parties identified in Section 5.3 Company or any of its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting from the action of any of the Company Disclosure Scheduledirectors, it being understood that representatives officers, employees or Representatives of Parent (other than as directed by the Company shall participate in such meetingor any of its Subsidiaries or any of their respective directors, and in no event shall Parent officers, employees or its representatives contact such parties without Representatives) during any visit to the business or property sites of the Company or its representatives presentSubsidiaries prior to the Closing Date, whether pursuant to this Section 5.2 or otherwise. During any visit to the business or property sites of the Company or any of its Company Subsidiaries, Parent shall, and shall cause its affiliates, officers, directors, employees or Representatives accessing such properties to, comply with all applicable laws and all of the Company’s and its Subsidiaries’ safety and security procedures and conduct itself in a manner that would not be reasonably expected to interfere with the operation, maintenance or repair of the assets of the Company or its Subsidiaries. Access shall be provided for site inspections in accordance with the conditions and procedures of this Section 5.2, but Parent’s affiliates, officers, directors, employees and Representatives shall not conduct any environmental sampling, monitoring, probing, excavation or other invasive actions. (b) The parties hereto hereby agree that all information provided to them or their respective affiliates, officers, directors, employees and Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be “Evaluation Material” as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of July 30, 2010, between the Company and AES North American Development, LLC (the “Confidentiality Agreement”).

Investigation. (a) Each of the Company and Parent shall afford to the other party and to its officers, employees, (x) the officers and employees and (y) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such persons described in this clause (y), collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and with such additional accounting, financing, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request, and Parent and its Subsidiaries, as the Company may reasonably request, as the case may be. Consistent with applicable Law, each of Parent and the Company shall, and shall use all commercially cause each of its respective Subsidiaries to, (i) confer, on a reasonable efforts basis, with one or more representatives of the other party to cause their respective Representatives discuss material operational and regulatory matters and the general status of its ongoing operations for purposes related to the completion of the Transactions (including a party’s assessment of the proper accounting for such transactions, any public disclosures that a party is required to make regarding such transactions and reasonable access to management and systems needed for integration planning) or the fulfillment of its obligations under this Agreement and (ii) furnish promptly to one another such additional financial and operating data and all other information concerning its business, properties and personnel, in each case as such other party may reasonably request in connection with activities relating to the completion of the Transactions or the fulfillment of its obligations under this Agreement. The Company shall afford Parent and its officers, employees and Representatives access to the Company’s and its Subsidiaries’ respective businesses and properties as for the other purpose of performing environmental site assessments, provided, however, that such assessments shall not include environmental sampling or its Representatives may from time to time reasonably request (including furnishing to testing unless expressly authorized by the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)Company. Notwithstanding the foregoing, except that nothing herein shall require either neither the Company or nor Parent shall be required to afford the access described in this Section 5.3 if it would unreasonably disrupt the operations of such party or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute a violation of any applicable Laws. Law. (b) The parties hereto hereby agree that each all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of them will treat any the Transactions shall be deemed to be “Proprietary Information,” as such information term is used in, and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of January 8, 2010, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. (a) Each of the Company East and Parent Central shall afford to the other party and to its the directors, officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties (to the extent and only to the extent East or Central, as applicable, or its respective Subsidiaries has to right to permit access to such properties), contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities applicable Laws and with such additional financing, operating and other data and information regarding East and the East Subsidiaries, as Central may reasonably request in connection with activities related to the completion of the transactions contemplated by this Agreement (collectively, the “Activities”), or regarding Central and the Central Subsidiaries, as East may reasonably request in connection with the Activities, as the case may be, provided, however, that in no event shall use all commercially reasonable efforts access be provided to cause conduct any invasive sampling, monitoring or other investigations, including any Phase II assessments or investigations. Notwithstanding the foregoing, neither East nor Central nor their respective Representatives Subsidiaries shall be required to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement applicable Law, Contract or obligation of confidentiality to which the disclosing such party or any of its Subsidiaries is a partyparty (provided that Central or East, would as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 5.1), cause a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute a violation of any applicable Laws. Law. (b) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between transactions contemplated hereby shall be deemed to be subject to the Company and Parentterms of that certain Confidentiality Agreement, dated effective as of April 10July 30, 20082020, between East and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Central (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of the The Company and Parent shall afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hourshours upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time or the Termination Datedate, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, to its the Company and its Subsidiaries’ properties, contractsContracts, commitments, books and records records, Representatives (provided that the Company’s obligations with respect to Representatives shall be satisfied if the Company makes good faith requests of such Representatives) and any report, schedule or other document filed or received by it the Company pursuant to the requirements of federal or state securities Laws Laws, and shall use all commercially reasonable efforts to cause their respective the Company’s Representatives to furnish promptly to one another Parent or its Representatives such additional financial and operating data and other information as to its the Company and its Subsidiaries’ respective businesses and properties as the other Parent or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)request, except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of legal privilege to the party disclosing such data or information, or would constitute a violation of applicable Laws; provided that the Company shall have used reasonable best efforts to provide such information and protect such privacy without violation of applicable Law. The parties Parent hereby agree agrees that each of them it will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of February 15, 2008 between the Company and Parent, dated Parent (as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto may be amended) (collectively, the “Confidentiality Agreement”). Subject Parent and the Company agree that, promptly following the date hereof, they shall enter into a mutual non-disclosure agreement on commercially reasonable terms and conditions agreeable to both parties, related to the immediately preceding sentence, the Company disclosure and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents use of information for purposes of integration of the Company or Company’s businesses into those of Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of the (a) The Company and Parent shall afford to the other Parent and to its officers, directors, employees, accountants, consultants, legal counsel, financial advisors, investment bankers and other agents, advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hourshours and upon reasonable advance notice by Parent, throughout the period prior to the earlier of the Effective Time or the Termination DateTime, to its and its Subsidiaries’ properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws and shall use all commercially its reasonable best efforts to cause their respective its Representatives to furnish promptly to one another Parent such additional financial and operating data and other information customarily prepared prior to the date of this Agreement as to its and its Subsidiaries’ respective businesses and properties as the other Parent or its Representatives may from time to time reasonably request (including furnishing using its reasonable best efforts to cause its accountants to cooperate with Parent and its Representatives in having the other party right to examine all working papers pertaining to all financial statements prepared by such granting party’s financial results in advance of filing any SEC Documents containing such financial resultsaccountants, and provided that no environmental sampling shall be conducted without express authorization from the Company); provided, except however, that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to permit any access to inspection or disclose any information to the other Parent or its Representatives that would cause a violation of any agreement Contract to which the disclosing party Company or any of its Subsidiaries is a partyparty (provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain waivers under such Contracts or, to the extent permissible, implement requisite procedures to enable the provision of reasonable access without violating such Contract), would cause a risk of be reasonably likely to result in a loss of privilege to the party disclosing such data Company or informationany of its Subsidiaries, or would constitute a violation of applicable Laws, including the HSR Act, provided that the maximum amount of information that can be disclosed without having any of such effects shall be disclosed to Parent. The parties Parent hereby agree agrees that each of them will it shall treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”), dated as of October 14, 2009, between the Company and Parent; provided that the Company hereby waives the terms and conditions in the Confidentiality Agreement insofar as such terms limit the individuals who can receive information from the Company and insofar as such terms prohibit the Parent or any of its Affiliates from contacting any employee, customer or supplier of the Company or any of its Subsidiaries; provided, further, that in no event shall Parent or any of its Affiliates contact any employee, customer or supplier of the Company or any of its Subsidiaries without the Company’s prior written consent, such consent not to be unreasonably withheld. Subject Parent and its Representatives shall conduct any activities pursuant to this Section 6.2(a) in such a manner so as not to interfere unreasonably with the immediately preceding sentence, business or operation of the Company and its Subsidiaries. (b) Each of the Company and Parent each agree to confer at such times as shall promptly notify the other may reasonably request with one party of (i) the occurrence, or more directorsnon-occurrence, officersof any event that would be likely to cause any condition to the obligations of the other party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, employees or agents (ii) the failure of the Company or Parent, as applicablethe case may be, to report material operational matters comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement that would reasonably be expected to result in any condition to the obligations of the other party to effect the Merger and the general status other transactions contemplated by this Agreement not to be satisfied, (iii) the receipt of their respective ongoing operations. Notwithstanding any provision notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (iv) the receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger, and (v) its learning of any actions, investigations or proceedings commenced against, or affecting, such party that, if they were pending on the date of this Agreement, would have been required to be disclosed pursuant to this Agreement or that relate to the consummation of the transactions contemplated by this Agreement, including the Merger; provided, however, that any failure to provide notice pursuant to this Section 6.2(b) shall not be deemed to be a breach of this Agreement for purposes of Section 7.2(b) or Section 7.3(b). (c) The delivery of any notice pursuant to Section 6.2(b) shall not limit or otherwise affect the contraryremedies available hereunder to any of the parties receiving such notice. No investigation by any party or its Representatives shall affect the representations, no party shall be obligated to make any disclosure in violation warranties, covenants or agreements of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to other parties set forth herein. (d) Without limiting the partiesgenerality of the foregoing, the Company shall will use its commercially reasonable best efforts to arrange for a meeting among Parent, the Company and the parties identified assist Parent in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without identifying any Contract to which the Company or any of its representatives presentSubsidiaries incorporated in the British Virgin Islands, Hungary, Malta or any other tax preference jurisdiction is a party that may result in any adverse Tax consequences under the French controlled foreign company rules.

Investigation. Each Upon Parent’s reasonable advance request to the Company, for the purposes of facilitating the Contemplated Transaction or preparing for the post-Closing integration of the Company and Parent Parent, the Company shall afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) Representatives reasonable access during normal business hours, throughout hours during the period prior Pre-Closing Period to the earlier of the Effective Time or the Termination Date, to its Company’s and its Subsidiaries’ personnel and properties, contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities Laws applicable Law and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial financial, operating and operating other data and other information as to its regarding the Company and its Subsidiaries’ respective businesses and properties , as Parent may reasonably request; provided, however, that such access shall be in a manner so as to not unreasonably interfere with the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance normal business operations of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries. Notwithstanding the foregoing, neither the Company nor its Subsidiaries shall be required to disclose any information afford such access to Parent and its Representatives if, in the other that reasonable judgment of the Company, it would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of privilege to the party disclosing such data Company or informationany of its Subsidiaries, or would constitute a violation of any applicable Laws. The parties hereby agree that each Law or a breach of them will treat any such information Contract to which it is a party, would result in accordance the disclosure of any valuations of the Company or Parent in connection with the Amended and Restated Joint Non-Disclosure Agreement Contemplated Transactions or portions of the minutes of the meetings of the Company Board or any committee thereof (including any presentations or other materials prepared by or for the Company Board or any committee thereof) where the Company Board or such committee, as applicable, discussed the Contemplated Transactions or any similar transaction between the Company and Parentany other Person, dated as would result in the disclosure of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement any information in connection with any litigation or similar dispute between the Company and ParentParties, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, would expose the Company and Parent to violations of Privacy Laws, or would result in the disclosure of any Trade Secrets; provided, in each agree to confer at such times as the other may reasonably request with one or more directorscase, officers, employees or agents of that the Company has used commercially reasonable efforts to find an alternative way to provide the access or Parentinformation contemplated by this Section 7.01(a) to Parent and its Representatives, as applicable, that does not cause such loss, constitute such violation or breach or result in such disclosure or exposure, and provided, further that in the event the Company restricts access or information pursuant to report material operational matters and the general status foregoing exceptions, the Company shall provide written notice of their respective ongoing operationsthe reason for such restriction. Notwithstanding any other provision of in this Agreement to the contrarycontrary but subject to Section 7.01(c) and Section 7.01(f), no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to promptly following the Effective Time, at a date and time mutually acceptable to the partieshereof, the Company shall use its commercially reasonable best efforts to arrange for a meeting among provide Parent with full and complete copies of each Material Contract. Nothing in this Section 7.01(a) shall be construed so as to limit Parent, the Company and the parties identified in Section 5.3 ’s ability to exercise any of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent its rights or its representatives contact such parties without the Company or its representatives presentremedies pursuant to this Agreement.

Investigation. Each of (a) Subject to compliance with applicable Laws, the Company and Parent shall will afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) Representatives upon reasonable advance notice from Parent reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ the personnel, properties, contracts, commitments, books and records of the Company and its Subsidiaries and all other information concerning its business, operations, property and personnel as Parent may reasonably request and any report, schedule or other document filed or received by it such party pursuant to the requirements of federal or state securities Laws and shall use all commercially reasonable efforts applicable Laws. Notwithstanding the foregoing, the Company will not be required to cause their respective Representatives to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance operations of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries is a party, would cause a risk significant risk, in the reasonable judgment of the Company, of a loss of privilege to the party disclosing such data Company, or information, any of its Subsidiaries or would constitute a violation of any applicable LawsLaw, nor will Parent or any of its Representatives be permitted to collect or analyze and environmental samples or to perform any invasive environmental procedure with respect to any property of the Company or any of its Subsidiaries. If, in the course of any investigation pursuant to this Section 5.2(a), Parent gains knowledge of any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute a breach, Parent covenants that it will promptly so inform the Company in writing. (b) The parties hereby agree acknowledge that each of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Parent have previously executed a Confidentiality Agreement between the Company and Parentdated June 27, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto 2014 (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of Parent and the Company will hold, and Parent each agree to confer at such times as the other may reasonably request with one or more will cause its respective directors, officers, employees or employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, any Evaluation Material (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the Company Confidentiality Agreement. (c) Parent will cause the Surviving Corporation and its Subsidiaries (and its and their successors and assigns) to retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Surviving Corporation and its Subsidiaries in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date, and to make the same available after the Closing for inspection and copying by the Principal Stockholders or Parenttheir Representatives. Such inspection and copying will only be permitted, as applicable, to report material operational matters during normal business hours and the general status of their respective ongoing operationsupon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, the Surviving Corporation will not be required to afford such access if it would unreasonably disrupt the operations of the Surviving Corporation or any provision of this Agreement its Subsidiaries, would cause a violation of any agreement to which the Surviving Corporation or any of its Subsidiaries is a party, would cause a significant risk, in the reasonable judgment of the Surviving Corporation, of a loss of privilege to the contrarySurviving Corporation, no party shall be obligated to make or any disclosure in of its Subsidiaries or would constitute a violation of any applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentLaw.

Investigation. Each of the (a) The Company and Parent shall afford to the other party and to its the other party’s officers, employees, accountants, consultants, legal counsel, financial advisors advisors, potential financing sources (including the Debt Financing Sources) and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Initial Merger Effective Time or and the Termination Date, to its such party’s and its Subsidiaries’ personnel and properties (to the extent and only to the extent the Company or Parent, as applicable, or its respective Subsidiaries has the right to permit access to such properties), contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial financing, operating and operating other data and other information as to its regarding such party and its Subsidiaries’ respective businesses and properties , as the other or its Representatives party may from time to time reasonably request (including furnishing in connection with activities related to the completion of the transactions contemplated by this Agreement, provided, however, that in no event shall access be provided to conduct any invasive sampling, monitoring or other investigations, including any Phase II assessments or investigations. Notwithstanding the foregoing, no party shall be required to afford such granting party’s financial results in advance access if it would unreasonably disrupt the operations of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent party or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement Contract existing as of the date of this Agreement to which the disclosing such party or any of its Subsidiaries is a party, would cause party or a risk of a loss of privilege to such party or any of its Subsidiaries (provided, that such party has used its reasonable best efforts to find an alternative way to provide the party disclosing such data access or informationinformation contemplated by this Section 5.1), or would constitute a violation of any applicable Laws. Law. (b) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement transactions contemplated hereby shall be deemed to be subject to the terms of that certain Confidentiality Agreement, effective as of March 31, 2024, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. (a) Each of the Company and Parent shall afford to the other party and to its the directors, officers, employees, accountants, consultants, legal counsel, financial advisors and advisors, agents and other representatives (collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination DatePre-Closing Period, to its and its Subsidiaries’ personnel and properties (to the extent and only to the extent the Company or Parent, as applicable, or its Subsidiaries has the right to permit access to such properties), contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities applicable Laws and with such additional financing, operating and other data and information regarding the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as Parent or the Company, as applicable, may reasonably request within a reasonable time of such request in connection with activities related to the completion of the transactions contemplated by this Agreement (including regular updates, as requested by Parent, regarding amounts borrowed under the Company Credit Agreement); provided, however, that in no event shall use all commercially reasonable efforts access be provided to cause conduct any invasive sampling, monitoring or other investigations, including any Phase II assessments or investigations. Notwithstanding the foregoing, neither the Company nor Parent nor their respective Representatives Subsidiaries shall be required to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which applicable Law or Contract existing as of the disclosing party is a partydate of this Agreement, would or cause a risk of a loss of privilege to such party or any of its Subsidiaries (provided, in each case, that Parent or the party disclosing such data Company, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information, or would constitute a violation of applicable Laws. information contemplated by this Section 5.1). (b) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement transactions contemplated hereby shall be deemed to be subject to the terms of that certain Confidentiality Agreement, dated as of November 6, 2023, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each (a) Prior to the earlier of the Company Effective Time and Parent the Termination Date, each of Triarc and Wendy’s shall afford to the other party and to its each of the other party’s officers, employees, accountants, consultants, legal counsel, financial advisors advisors, prospective financing sources (and their advisors) and agents and other representatives (collectively, “Representatives”) reasonable access upon at least one Business Day’s prior notice during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, hours to its and its Subsidiaries’ officers, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause furnish the other party and their respective Representatives to furnish promptly to one another such additional financial with financial, operating and operating other data and other information as to its and its Subsidiaries’ respective businesses and properties as the other or its Representatives party may from time to time reasonably request (including furnishing request. Notwithstanding the foregoing, neither party shall be required to afford such access to the other extent it would unreasonably disrupt the operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that such party’s Subsidiaries, would cause a violation of any agreement to which the disclosing such party or any of such party’s Subsidiaries is a partyparty (although each party shall use commercially reasonable efforts to obtain any necessary consent so that such violation would not occur), would cause a reasonable risk of a loss of a privilege to the party disclosing such data party’s or information, any of such party’s Subsidiaries or would constitute a violation of any applicable LawsLaw, nor shall such party or any of its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the other party or any of its Subsidiaries. The parties hereby agree that each no information discovered by any party or its Representatives in the course of them will treat any investigation pursuant to this Section 5.2(a) shall be deemed to modify or waive any representation, warranty, covenant or agreement of the other party contained in this Agreement. (b) Triarc hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, as such information in accordance with term is used in, and shall be subject to the Amended and Restated Joint Non-Disclosure Agreement between terms of, the Company and ParentConfidentiality Agreement, dated as of April 10August 27, 20082007, between Wendy’s, Triarc and the Joint DefenseTrian Fund Management, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto L.P. (collectively, the “Triarc Confidentiality Agreement”). Subject . (c) Wendy’s hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material as such term is used in, and shall be subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents terms of the Company or ParentConfidentiality Agreement, as applicabledated January 23, to report material operational matters 2008, between Wendy’s and Triarc (the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present“Wendy’s Confidentiality Agreement”).

Investigation. (a) Each of the Company and Parent shall afford to the other party and to its officers, employees, (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such persons described in this clause (ii), collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial accounting, financing, operating, environmental and operating other data and other information as to its regarding the Company and its Subsidiaries’ respective businesses , as Parent may reasonably request, and properties Parent and its Subsidiaries, as the other or its Representatives Company may from time to time reasonably request (including furnishing to request, as the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)case may be. Notwithstanding the foregoing, except that nothing herein shall require either neither the Company or nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute a violation of any applicable LawsLaw. The foregoing notwithstanding, neither the Company nor Parent, nor any of their respective officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite study) with respect to any property of the other party or any of the other party’s Subsidiaries. (b) The parties hereto hereby agree that each all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of them will treat any the transactions contemplated hereby shall be deemed to be “Evaluation Material”, as such information term is used in, and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of September 15, 2009, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. (a) Each of the Company Warner Chilcott and Parent Actavis shall afford to the other Party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and such other representatives (collectively, “Representatives”) Party’s Representatives reasonable access during normal business hours, throughout the period prior to from the release of the Rule 2.5 Announcement until the earlier of the Effective Time or and the Termination Datedate, if any, on which the Agreement is terminated pursuant to Clause 9, to its and its Subsidiaries’ properties, employees, contracts, commitments, books and records records, financial and operating data, any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and for purposes of integration planning. Notwithstanding the foregoing, neither Warner Chilcott nor Actavis shall use all commercially reasonable efforts be required to cause their respective Representatives to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other party operations of such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent Party or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing party such Party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the party disclosing such data Party or information, any of its Subsidiaries or would constitute a violation of any applicable LawsLaw (provided that the withholding Party shall use its reasonable endeavours to cause such information to be provided in a manner that would not result in such violation or loss of privilege). If any material is withheld by a Party pursuant to the preceding sentence, such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being withheld. (b) The parties Parties hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any the transactions contemplated hereby shall be deemed to be Evaluation Material, as such information term is used in, and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement between the Company and ParentConfidentiality Agreement. (c) The Parties agree that, dated as of April 10, 2008prior to Completion: (i) Warner Chilcott shall, and the Joint Defenseshall cause its Subsidiaries and shall direct its Representatives to, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meetingpromptly, and in any event within three (3) Business Days, remit to the General Counsel of Actavis all significant mail, correspondence, notices, filings, records, documentation or other written (or descriptions of material oral) communications received by them relating to the Specified Matters; (ii) Warner Chilcott shall keep Actavis reasonably informed of all material changes or developments with respect to the Specified Matters, including without limitation any settlement related discussions, and to promptly provide any information reasonably requested by Actavis in relation to the Specified Matters; (iii) to the extent permissible, Actavis shall be entitled, at its sole cost and expense, to participate in and consult in good faith with respect to all significant actions, decisions (including the bringing of claims or counter-claims and the entry into settlements) and negotiations relating to the Specified Matters and the defense thereof, including in connection with sending notices or executing documentation (including dispute or objection notices, settlements, pleadings or other documentation), and otherwise in defending the Specified Matters, and Warner Chilcott shall, and shall cause its Subsidiaries and shall direct its Representatives to, reasonably cooperate and consult with Actavis in connection with the foregoing, provided that to the extent (and solely to such extent) it is not practicable to comply with the foregoing due to exigent circumstances Warner Chilcott shall instead promptly inform Actavis of any such actions, decisions or negotiations; (iv) Actavis shall have the right to review, consent to and approve (which approval shall not be unreasonably withheld, conditioned or delayed) any significant decisions with respect to the defense of the Specified Matter and any Actions related thereto, including, without limitation, any discussions relating to the settlement of the Specified Matters; and (v) in furtherance of and not in limitation of the foregoing, in no event shall Parent will Warner Chilcott consent to the entry of any judgment or its representatives contact such parties enter into any settlement with respect to the Specified Matters without the Company prior written consent of Actavis which consent shall not be unreasonably withheld, conditioned or its representatives presentdelayed (it being agreed that any refusal to provide consent due to material restrictions upon the businesses of Holdco from and after Completion shall not be deemed unreasonable); (1) the joint defense privilege is not reasonably likely to apply, and (2) such action is reasonably likely to cause a risk of a loss of the protections of the attorney client privilege, work-product doctrine or other similar privilege or could constitute a violation of any applicable Law.

Investigation. (a) Each of the Company Lambda and Parent Pi shall afford to the other party and its Affiliates and to its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties (to the extent and only to the extent Lambda or Pi, as applicable, or its respective Subsidiaries has to right to permit access to such properties), contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities applicable Laws and with such additional financing, operating and other data and information regarding Lambda and the Lambda Subsidiaries, as Pi may reasonably request in connection with activities related to the completion of the transactions contemplated by this Agreement (collectively, the “Activities”), or regarding Pi and the Pi Subsidiaries, as Lambda may reasonably request in connection with the Activities, as the case may be, provided, however, that in no event shall use all commercially reasonable efforts access be provided to cause conduct any invasive sampling, monitoring or other investigations, including any Phase II assessments or investigations. Until the date that is 10 Business Days prior to the Termination Date, Pi and its Representatives shall be permitted to conduct non-invasive environmental assessments, including any Phase I environmental site assessments in accordance with ASTM Standard E1527-13. Notwithstanding the foregoing, neither Lambda nor Pi nor their respective Representatives Subsidiaries shall be required to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement applicable Law, Contract or obligation of confidentiality to which the disclosing such party or any of its Subsidiaries is a partyparty (provided that Pi or Lambda, would as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 5.1), cause a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute a violation of any applicable LawsLaw. Notwithstanding the foregoing, each Party shall not have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the other Party’s good faith opinion the disclosure of which could subject the other Party or any of its Subsidiaries to risk of material liability. Each Party agrees that it will not, and will cause its Subsidiaries and its and their Representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to the consummation of the Transactions. (b) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between transactions contemplated hereby shall be deemed to be subject to the Company and Parentterms of that certain Confidentiality Agreement, dated effective as of April March 10, 20082021, between Lambda and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Pi (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall, and shall cause each of their respective Subsidiaries to, afford to the other party and to its (i) the officers, employees, directors and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such Persons described in this clause (ii), collectively, “Representatives”) of such other party, and the Company shall afford Parent’s financing sources (including the Debt Financing Sources)and their Representatives, reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ business, personnel, properties, contractsContracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws applicable Laws, and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial accounting, financing, operating, environmental and operating other data and other information as to its regarding the Company and its Subsidiaries’ respective businesses , as Parent and properties the Debt Financing Sources may reasonably request, and Parent and its Subsidiaries, as the other Company may reasonably request, as the case may be; provided, however, that no access or its Representatives may from time information pursuant to time reasonably request (including furnishing this Section 5.3 shall affect or be deemed to the other modify any representation or warranty made or deemed made by such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of its Subsidiaries in this Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, or if such party determines in good faith, after consultation with legal counsel, that such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any Law, Order or binding agreement entered into prior to the date of this Agreement, or any obligation of confidentiality owing to a third party. (b) The parties agree that all information provided to them or their respective Subsidiaries to disclose any information officers, directors, employees or Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be, to the other that would cause a violation of any agreement extent covered by the definition, deemed to which the disclosing party be “Evaluation Material”, as such term is a partyused in, would cause a risk of a loss of privilege to the party disclosing such data or information, or would constitute a violation of applicable Laws. The parties hereby agree that each of them will treat any such information and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of August 25, 2013, as amended, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company which Confidentiality Agreement will remain in full force and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presenteffect.

Investigation. (a) Each of the Company and Parent shall afford to the other party and to its officers, employees, (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such Persons described in this clause (ii), collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties, contractsContracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial accounting, financing, operating, environmental and operating other data and other information regarding the Company, its Subsidiaries and to the extent permitted, the Company Joint Ventures, as to its Parent may reasonably request, and Parent and its Subsidiaries’ respective businesses and properties , as the other or its Representatives Company may from time to time reasonably request (including furnishing to request, as the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)case may be. Notwithstanding the foregoing, except that nothing herein shall require either neither the Company or nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of their respective Subsidiaries its Subsidiaries, would be reasonably likely to disclose any information to the other that would cause result in a violation of any agreement to which the disclosing such party or any of its Subsidiaries is a partyparty (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.3), would cause be reasonably likely to result in a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute be reasonably likely to result in a violation of any applicable LawsLaw. The foregoing notwithstanding, neither the Company nor Parent, nor any of their respective officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite environmental study) with respect to any property of the other party or any of the other party’s Subsidiaries without the other party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (b) From and after the date hereof and prior to the earlier of the Effective Time or the Termination Date and except as is prohibited by Law, the Company shall provide to certain personnel within the Risk Management Group of Parent weekly reports that provide aggregated Company risk positions and other market risk and collateral management metrics of the Company, including actual VaR in comparison to VaR limits approved by the Board of Directors of the Company, associated limit breaches and associated remediation strategies, and credit limit breaches or exceptions in excess of $10 million, and such other information as the Company deems reasonably appropriate. The reports shall be deemed to be “Evaluation Material” under the Confidentiality Agreement. The form of these reports shall be as agreed to by the Chief Risk Officer of Parent and the Chief Risk Officer of Company. Parent shall ensure that personnel of the Risk Management Group of Parent shall not provide the reports or any information, summaries or other analyses included in or derived from such reports to any Person other than other personnel within the Risk Management Group of Parent except as is required by Law. (c) The parties hereto hereby agree that each all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of them will treat any the transactions contemplated hereby shall be deemed to be “Evaluation Material”, as such information term is used in, and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of January 7, 2011, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to , and the immediately preceding sentenceJoint Defense and Common Interest Agreement, dated as of January 7, 2011, between the Company and Parent each agree to confer at such times as (collectively with the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the partiesConfidentiality Agreement, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present“Existing Agreements”).

Investigation. Each of the The Company and Parent shall afford to the other Parent and to its officers, directors, employees, accountants, consultants, legal counsel, financial advisors, financing sources, investment bankers and other agents, advisors and agents and other representatives (collectively, “Representatives”"REPRESENTATIVES") reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination DateTime, to its and its Subsidiaries’ ' properties, contracts, commitments, books and records and any other report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially its reasonable best efforts to cause their respective its Representatives to furnish promptly to one another Parent such additional financial and operating data and other information as to its and its Subsidiaries’ ' respective businesses and properties as the other Parent or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)request, except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to the other Parent that would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries is a partyparty (provided that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain waivers under such agreements or, to the extent permissible, implement requisite procedures to enable the provision of reasonable access without violating such agreement), would cause a risk of be reasonably likely to result in a loss of privilege to the party disclosing such data Company or informationany of its Subsidiaries, or would constitute a violation of applicable Laws; PROVIDED, that the maximum amount of information that can be disclosed without having either of such effects shall be disclosed to Parent. The parties Parent hereby agree agrees that each of them will it shall treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Confidentiality Agreement (the "CONFIDENTIALITY AGREEMENT"), dated as of October 5, 2005, between the Company and ParentApax Partners Worldwide, dated as of April 10LLP ("APAX"); provided, 2008, that the Company hereby waives the terms and conditions in the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parentinsofar as such terms prohibit Apax or any of its affiliates from contacting any customers, dated as of May 9suppliers, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one officers or more directors, officers, employees or agents of the Company or Parentany of its Subsidiaries; provided, as applicablefurther, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrarythat, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent Apax or any of its representatives affiliates contact such parties without any customer, supplier, officer or employee of the Company or any of its representatives presentSubsidiaries without the Company's prior written consent, such consent not to be unreasonably withheld.

Investigation. (a) Each of the Company and Parent shall afford to the other party and to its officers, employees, (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such persons described in this clause (ii), collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial accounting, financing, operating, environmental and operating other data and other information as to its regarding the Company and its Subsidiaries’ respective businesses , as Parent may reasonably request, and properties Parent and its Subsidiaries, as the other or its Representatives Company may from time reasonably request, as the case may be. All requests for access pursuant to time reasonably request (including furnishing this Section 5.3(a) by the Company to Parent shall be made to the other party such granting party’s financial results in advance Parent employee set forth on Section 5.3(a) of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Parent Disclosure Schedule. All requests for access pursuant to this Section 5.3(a) by Parent to the Company or shall be made to the Company employee set forth on Section 5.3(a) of the Company Disclosure Schedule. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute a violation of any applicable LawsLaw (it being agreed and understood that the parties shall use their reasonable best efforts to afford such access in a manner that would not result in any such violation or risk of loss of privilege). The foregoing notwithstanding, neither the Company nor Parent, nor any of their respective officers, employees or Representatives, shall be permitted to perform any invasive onsite procedures (including an onsite study) with respect to any property of the other party or any of the other party’s Subsidiaries. No investigation by either of the parties or their respective Representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. (b) The parties hereto hereby agree that each all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of them will treat any the transactions contemplated hereby shall be deemed to be “Evaluation Material”, as such information term is used in, and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of March 15, 2020, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of During the period between the date hereof ------------- and the Effective Time, the Company and Parent shall afford to the other Parent and to its Parent's officers, employees, accountants, consultants, legal counsel, financial advisors and agents counsel and other authorized representatives (collectivelyreasonable access, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its and its Subsidiaries’ ': (a) properties, contracts, commitments, books and records (including but not limited to (i) tax returns, (ii) audits, assessments, reports, studies, monitoring results and any other information or documents relevant to the environment or occupational health and safety and (iii) accountants work papers); (b) any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another such additional financial and operating data and Laws; (c) any other information as to concerning its business, properties and its Subsidiaries’ respective businesses and properties personnel as the other may reasonably request; and (d) to (i) conduct tests of the soil, surface or subsurface waters, and air quality at, in, on, beneath or about any of its Representatives may from time properties, in a manner consistent with good engineering practice; (ii) inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to time reasonably request Hazardous Substances or other environmental conditions, and (including furnishing iii) to inspect all buildings and equipment at any of its properties for asbestos-containing materials or other Hazardous Substances; provided, however, that no investigation pursuant to this Section 5.2 shall affect or be deemed to modify any representation or warranty made by the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)Company, except that nothing herein shall require either Parent or MergerSub. Parent, MergerSub and the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of privilege to the party disclosing such data or information, or would constitute a violation of applicable Laws. The parties hereby agree that each of them will treat any such information in accordance with the Amended and Restated Joint Non-Confidential Disclosure Agreement dated February 25, 1999 between the Company and Parent, dated as of April 10, 2008, and Parent (the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “"Confidentiality Agreement”"). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulationsif disclosure would cause a forfeiture of attorney-client privilege. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the The Company and Parent will make appropriate substitute disclosure arrangements if the parties identified in Section 5.3 circumstances of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentpreceding sentence apply.

Investigation. (a) Each of the Company Keryx and Parent Akebia shall afford to the other party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and the Representatives of such other representatives (collectively, “Representatives”) party reasonable access during normal business hours, throughout hours during the period prior to the earlier of the Effective Time or the Termination Date, Pre-Closing Period to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities Laws applicable Law and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial financial, operating and operating other data and other information as to its regarding a party and its Subsidiaries’ respective businesses and properties , as the other or its Representatives party may from time reasonably request. Notwithstanding the foregoing, neither Keryx nor Akebia nor their respective Subsidiaries shall be required to time reasonably request (including furnishing to afford such access if, in the other reasonable judgment of such party, it would unreasonably disrupt the operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a partyits Subsidiaries, would cause a risk of a loss of privilege to the such party disclosing such data or informationany of its Subsidiaries, or would constitute a violation of any applicable Laws. Law, a breach of a Contract to which it is a party provided, in each case, that Akebia or Keryx, as the case may be, has used commercially reasonable efforts to find an alternative way to provide the access or information contemplated by this Section 5.01 and provided, further that in the event a party restricts access or information pursuant to the foregoing exceptions, the restricting party shall provide written notice of the reason for such restriction. (b) In furtherance and not in limitation of the foregoing each party shall promptly notify the other in writing of any material regulatory action, investigation, enforcement, inspection, clinical hold, clinical trial delay, expedited safety reports, material changes to the investigational new drug, product withdrawal or recall of, loss of or requirement to make changes to marketing approval, in each case relating to such party’s Products, and any other material Governmental Body inquiry, including but not limited to a FINRA request, and the receipt of any material third party demand letter; provided, however, that failure to provide such notice shall not result in a failure to satisfy the conditions set forth in Section 6.02(b) or Section 6.03(b), as applicable, unless such action, hold, withdrawal, loss or requirement would constitute a Keryx Material Adverse Effect or an Akebia Material Adverse Effect, as the case may be. (c) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any the Contemplated Transactions, including the information provided pursuant to Section 5.01(a), shall be deemed to be Evaluation Material, as such information term is used in, and shall be treated in accordance with the Amended with, that certain confidentiality agreement between Akebia and Restated Joint Non-Disclosure Agreement between the Company and Parent, Keryx dated as of April 10December 14, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated 2017 (as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectivelyamended, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company ) and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated used solely to make any disclosure in violation of applicable Laws or regulations. Prior effectuate the Contemplated Transactions, including with respect to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange planning for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentintegration.

Investigation. Each (a) Upon reasonable notice and subject to reasonable restrictions imposed from time to time upon advice of counsel in respect of applicable Laws relating to the confidentiality of information (including any antitrust or competition Laws), each of the Company and Parent the Company Subsidiaries shall afford to the other and to its officers, employees, accountants, consultantscounsel, legal advisors, agents and other representatives of the Purchaser reasonable access, during normal business hours during the period prior to the Closing, to all its properties, books, contracts, commitments and records, and, during such period, each of the Company and the Company Subsidiaries shall make available to the Purchaser all such information concerning the Company’s and the Company Subsidiaries’ businesses, properties and personnel as the Purchaser may reasonably request and shall instruct its employees, counsel, financial advisors and agents auditors to cooperate in connection with the foregoing; provided, however, that (x) the activities of the Purchaser and other its representatives shall be conducted in such a manner so as not to interfere unreasonably with the operation of the business of the Company and the Company Subsidiaries and (collectivelyy) in no event will the Company or any Company Subsidiary be required to furnish the Purchaser or its representatives with any documents or information that the Company or any Company Subsidiary is required by Law, “Representatives”order, judgment, injunction, stipulation, award or decree of any Authority, or agreement entered into in the ordinary course of business to keep confidential, or that would reasonably be expected to jeopardize the status of such document or information as privileged, work product or as a trade secret. The Company shall keep the Purchaser reasonably informed with respect to the implementation of the ERP system in its European operations, including providing the Purchaser with reasonable notice of any material and adverse developments with respect thereto. (b) reasonable access during normal business hoursThe parties shall schedule and coordinate all inspections pursuant to Section 6.01(a) and the Purchaser shall give the Company at least two (2) Business Days’ prior notice thereof, throughout setting forth the period inspection or materials that the Purchaser or its representatives intend to conduct. Notwithstanding the foregoing, prior to the earlier Closing Date, without the prior written consent of the Effective Time or Company, not to be unreasonably withheld, none of the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the other Purchaser or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing representatives shall contact any SEC Documents containing such financial results)suppliers to, except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of privilege to the party disclosing such data or informationcustomers of, or would constitute a violation of applicable Laws. The parties hereby agree that each of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parentemployees, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one directors or more directors, officers, employees or agents of the Company or Parentmanagers, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the partiesof, the Company shall use its commercially reasonable efforts or any Company Subsidiary in connection with or pertaining to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 any subject matter of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentthis Agreement.

Investigation. Each (a) The Company shall, and shall cause each of the Company and Parent shall its Subsidiaries to, afford to the other Parent, Merger Sub and to its their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, prospective financing sources and agents and other representatives and advisors (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ officers, employees, personnel, properties, assets, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another such additional Parent with financial (including Tax Returns and supporting documentation), operating and other data and other information as to Parent, through its and its Subsidiaries’ respective businesses and properties as the officers, employees or other or its Representatives authorized representatives, may from time to time reasonably request (including furnishing in writing. Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the other party such granting party’s financial results in advance operations of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any material agreement to which the disclosing party Company or any of its Subsidiaries is a partyparty on or prior to the date hereof, would cause a reasonable risk of a loss of privilege to the party disclosing such data Company or information, any of its Subsidiaries or would constitute a violation of any applicable Laws. The parties Law, nor shall Parent or any of its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or any of its Subsidiaries, except, with respect to any on site procedure, with the Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned if such procedure is necessary for any Replacement Financing). (b) Parent hereby agree agrees that each all information provided to it or its Representatives in connection with this Agreement and the consummation of them will treat any such information the transactions contemplated by this Agreement shall be held confidential in accordance with the Amended and Restated Joint Non-Disclosure terms of the Confidentiality Agreement between Xxxxxxxxx Management Company, LLC and the Company and Parent, dated as of April 10July 20, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto 2007 (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of As Parent or its Representatives may from time to time reasonably request, the Company shall and Parent shall cause each of its Subsidiaries to (i) afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) Representatives reasonable access during normal business hourshours and upon reasonable notice, throughout the period prior to the earlier of the Effective Time or or, if earlier, the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws and shall applicable Laws; (ii) use all commercially reasonable efforts to cause their respective Company’s and its Subsidiaries’ Representatives to furnish promptly to one another Parent such additional financial and operating data and other information customarily prepared prior to the date of this Agreement as to its and its Subsidiaries’ respective businesses and properties as properties; and (iii) instruct the other or Company’s and its Representatives may from time Subsidiaries’ employees, counsel and financial advisors to time reasonably request (including furnishing to cooperate with Parent in its investigation of the other party such granting party’s financial results in advance business of filing any SEC Documents containing such financial results)the Company and its Subsidiaries, except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to the other Parent that would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the party disclosing such data Company or informationany of its Subsidiaries, or would constitute a violation of applicable Laws; provided, that the maximum amount of information that can be disclosed without having either of such effects shall be disclosed to Parent. The parties Parent hereby agree agrees that each of them will it shall treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, dated as of October 15, 2014, between the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of the (a) The Company and Parent shall afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws and shall use all commercially reasonable efforts to cause their respective its Representatives to furnish promptly to one another Parent such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the other Parent or its Representatives may from time to time reasonably request (including furnishing to Parent the other party such granting partyCompany’s financial results in advance of filing any Company SEC Documents containing such financial results), except that (i) nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to the other Parent that would cause a violation of any agreement to which the disclosing party Company is a party, would cause a risk of a loss of privilege to the party disclosing such data or informationCompany, or would constitute a violation of applicable Laws, and (ii) in no event shall such access include the right to conduct environmental testing or sampling of any kind without the Company’s prior written approval, which it may grant or withhold in its sole discretion. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide to Parent copies of the financial and operating monthly reports described in Section 5.3(a) of the Company Disclosure Letter, as promptly as practicable after such reports become available following the completion of each fiscal month of the Company occurring after the date hereof and prior to the Effective Time. (b) Parent shall afford the Company and its Representatives reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records at a level consistent with such access provided for due diligence purposes prior to the date of this Agreement or, in the event of a material change or development with respect to Parent or its Subsidiaries (regardless of whether the underlying facts or circumstances were previously disclosed to the Company or its Representatives prior to the date of this Agreement), at a level reasonable under all of the circumstances, except that nothing herein shall require Parent or any of its Subsidiaries to disclose any information to the Company that would cause a violation of any agreement to which Parent is a party, would cause a risk of a loss of privilege to Parent, or would constitute a violation of applicable Laws. (c) The Company shall cooperate and participate, as reasonably requested by Parent from time to time, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Merger subject to applicable Law, including, without limitation, providing such reports on operational matters and participating on such teams and committees as Parent may reasonably request (including customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Company and its Subsidiaries). (d) The parties hereby agree that each of them will treat any such information received pursuant to this Section 5.3 in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated September 18, 2009, as of April 10amended on June 16, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto 2011 (collectively, the “Confidentiality Non-Disclosure Agreement”). Subject No representation as to the immediately preceding sentenceaccuracy of any information provided pursuant to this Section 5.3 is made, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified may not rely on the accuracy of any such information other than as expressly set forth in the representations and warranties in Articles III and IV. No information obtained pursuant to this Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate be deemed to modify any representation or warranty in such meeting, and in no event shall Parent Articles III or its representatives contact such parties without the Company or its representatives presentIV.

Investigation. Each of the The Company and Parent shall afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (including any investment banker, financial advisor, attorney or accountant retained by it) (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its and its Subsidiaries’ officers, directors, employees, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective its Representatives to furnish promptly to one another Parent such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the other Parent or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)request, except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to the other Parent that would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the party disclosing such data Company or informationany of its Subsidiaries, or would constitute a violation of applicable Laws. The parties Parent hereby agree agrees that each of them will it shall treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement Confidentiality Agreement, dated as of November 4, 2009, between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Parent (collectively, the “Confidentiality Agreement”). Subject to the exception in the first sentence of this section, to applicable Law and to the immediately preceding sentence, the Company and Parent each agree agrees to confer at such times as the other Parent may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective its ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party the Company shall not be obligated to grant any access or make any disclosure in violation of applicable Laws Laws. No investigation pursuant to this Section 5.2 shall affect any representation or regulations. Prior warranty of any Party in this Agreement or any condition to the Effective Time, at a date and time mutually acceptable obligations of the Parties hereto or any condition to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 consummation of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentMerger.

Investigation. Each of the (a) The Company and Parent shall afford to the each other and to its their respective officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”"REPRESENTATIVES") reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ the properties, employees, contracts, commitments, books and records of such party and its Subsidiaries and any report, schedule or other document filed or received by it such party pursuant to the requirements of federal or state securities Laws and applicable Laws. Notwithstanding the foregoing, neither the Company nor Parent shall use all commercially reasonable efforts be required to cause their respective Representatives to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance operations of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or any of its Subsidiaries or of Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries or Parent or any of its Subsidiaries is a party, would cause a risk significant risk, in the reasonable judgment of the disclosing party, of a loss of privilege to the party disclosing such data party, or information, any of its Subsidiaries or would constitute a violation of any applicable Laws. Law, nor shall the Company or Parent or any of their respective Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries. (b) The parties hereby agree acknowledge that the Company and Parent have previously executed a Confidentiality Agreement dated November 23, 2005 and a Confidentiality Agreement dated February 23, 2006 (together, the "CONFIDENTIALITY AGREEMENTS"), which Confidentiality Agreements will continue in full force and effect in accordance with their terms and each of them Parent and the Company will treat hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, any such information Evaluation Information (as defined in the Confidentiality Agreements) confidential in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents terms of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentConfidentiality Agreements.

Investigation. Each of the The Company and Parent shall afford to the other Parent and to its Subsidiaries, and to its and its Subsidiaries’ officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hourshours upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time or the Termination Datedate, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, to its the Company and its Subsidiaries’ properties, contractsContracts, commitments, books and records records, Representatives (provided that the Company’s obligations with respect to Representatives shall be satisfied if the Company makes good faith requests of such Representatives) and any report, schedule or other document filed or received by it the Company pursuant to the requirements of federal or state securities Laws Laws, and shall use all commercially reasonable efforts to cause their respective the Company’s Representatives to furnish promptly to one another Parent or its Representatives such additional financial and operating data and other information as to its the Company and its Subsidiaries’ respective businesses and properties as the other Parent or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)request, except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to the other Parent that would cause a violation of any agreement to which the disclosing party is a party, would cause a risk of a loss of legal privilege to the party disclosing such data or information, or would constitute a violation of applicable Laws; provided that the Company shall have used reasonable best efforts to provide such information and protect such privacy without violation of applicable Law. The parties Parent hereby agree agrees that each of them it will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and ParentConfidentiality Agreement, dated as of April 105, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement 2012 between the Company and Parent, dated Parent (as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectivelyit may be amended, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. Each of the (a) The Company and Parent shall afford to the other Parent and to its directors, officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ the employees, properties, contracts, commitments, books and records of the Company and its Subsidiaries and any report, schedule or other document filed or received by it the Company or its Subsidiaries pursuant to the requirements of federal or state securities Laws applicable Laws. Any such investigation and examination shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another such additional financial and operating data and other information be conducted so as to its minimize disruption to or impairment of the Company’s and its Subsidiaries’ respective businesses and properties as business. Notwithstanding the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance of filing any SEC Documents containing such financial results)foregoing, except that nothing herein shall require either the Company or Parent or any shall (i) not be required to afford such access if it would, in the reasonable judgment of their respective Subsidiaries to disclose any information to the other that Company, would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege party prior to the party disclosing such data or informationdate of this Agreement, or would constitute a violation of any applicable LawsLaw, (ii) require that such access be afforded only pursuant to the terms of a joint defense agreement if broader access would, in the reasonable judgment of the Company, cause a loss of legal privilege to the Company or any of its Subsidiaries and neither (iii) Parent nor any of its Representatives shall be permitted to perform any invasive onsite environmental procedure with respect to any property of the Company or any of its Subsidiaries. If, in the course of any investigation pursuant to this Section 5.2(a), Parent discovers any breach of any representation, warranty or covenant of the Company contained in this Agreement that Parent believes could prevent a closing condition under Article VI from being satisfied, Parent will promptly inform the Company of such breach (provided that, nothing to the contrary herein withstanding, failure to comply with the foregoing shall be disregarded for the purposes of the satisfaction or failure of the conditions contained in Section 6.2(b)). (b) The parties hereby agree acknowledge that each of them will treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Parent have previously executed a Confidentiality Agreement between the Company and Parentdated June 19, dated 2007, as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto amended (collectively, the “Confidentiality Agreement”). Subject , which Confidentiality Agreement, notwithstanding anything to the immediately preceding sentencecontrary contained therein, shall continue in full force and effect in accordance with its terms until the Company earlier of (x) the Effective Time and (y) the termination of such Confidentiality Agreement in accordance with its terms, and Parent each agree will hold, and will cause its Representatives to confer at such times hold, any Evaluation Material (as defined in the other may reasonably request Confidentiality Agreement) confidential in accordance with one or more directors, officers, employees or agents the terms of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentConfidentiality Agreement.

Investigation. Each of the (a) The Company and Parent shall afford to the each other and to its their respective officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ the properties, employees, contracts, commitments, books and records of such party and its Subsidiaries and any report, schedule or other document filed or received by it such party pursuant to the requirements of federal or state securities Laws and applicable Laws. Notwithstanding the foregoing, neither the Company nor Parent shall use all commercially reasonable efforts be required to cause their respective Representatives to furnish promptly to one another afford such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as access if it would unreasonably disrupt the other or its Representatives may from time to time reasonably request (including furnishing to the other party such granting party’s financial results in advance operations of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or any of its Subsidiaries or of Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries or Parent or any of its Subsidiaries is a party, would cause a risk significant risk, in the reasonable judgment of the disclosing party, of a loss of privilege to the party disclosing such data party, or information, any of its Subsidiaries or would constitute a violation of any applicable Laws. Law, nor shall the Company or Parent or any of their respective Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries. (b) The parties hereby agree acknowledge that the Company and Parent have previously executed a Confidentiality Agreement dated November 23, 2005 and a Confidentiality Agreement dated February 23, 2006 (together, the “Confidentiality Agreements”), which Confidentiality Agreements will continue in full force and effect in accordance with their terms and each of them Parent and the Company will treat hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, any such information Evaluation Information (as defined in the Confidentiality Agreements) confidential in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents terms of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentConfidentiality Agreements.

Investigation. (a) Each of the Company NSTAR and Parent Northeast Utilities shall afford to the other party and to its the officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or and the Termination Date, to its and its Subsidiaries’ personnel and properties, contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities applicable Laws and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial financing, operating and operating other data and other information as to its regarding NSTAR and its Subsidiaries’ respective businesses , as Northeast Utilities may reasonably request in connection with activities related to the completion of the transactions contemplated by this Agreement (collectively, the “Activities”), or regarding Northeast Utilities and properties its Subsidiaries, as NSTAR may reasonably request in connection with the Activities, as the other or its Representatives case may from time be. Notwithstanding the foregoing, neither NSTAR nor Northeast Utilities nor their respective Subsidiaries shall be required to time reasonably request (including furnishing to afford such access if it would unreasonably disrupt the other operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that its Subsidiaries, would cause a violation of any agreement to which the disclosing such party or any of its Subsidiaries is a partyparty (provided that Northeast Utilities or NSTAR, would as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 5.1), cause a risk of a loss of privilege to the such party disclosing such data or information, any of its Subsidiaries or would constitute a violation of any applicable Laws. Law. (b) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any the transactions contemplated hereby shall be deemed to be Evaluation Material, as such information term is used in, and shall be treated in accordance with with, the Amended and Restated Joint Non-Disclosure Agreement between the Company and ParentConfidentiality Agreement, dated as of April 10July 8, 2008, 2010 between NSTAR and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto Northeast Utilities (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives present.

Investigation. (a) Each of the Company CYTO and Parent CBLI shall afford to the other party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and the Representatives of such other representatives (collectively, “Representatives”) party reasonable access during normal business hours, throughout hours during the period prior to the earlier of the Effective Time or the Termination Date, Pre-Closing Period to its and its Subsidiaries’ personnel and properties, contractsContracts, commitments, books and records and any report, schedule or other document documents filed or received by it pursuant to the requirements of federal or state securities Laws applicable Law and shall use all commercially reasonable efforts to cause their respective Representatives to furnish promptly to one another with such additional financial financial, operating and operating other data and other information as to its regarding a party and its Subsidiaries’ respective businesses and properties , as the other or its Representatives party may from time reasonably request. Notwithstanding the foregoing, neither CYTO nor CBLI nor their respective Subsidiaries shall be required to time reasonably request (including furnishing to afford such access if, in the other reasonable judgment of such party, it would unreasonably disrupt the operations of such party such granting party’s financial results in advance of filing any SEC Documents containing such financial results), except that nothing herein shall require either the Company or Parent or any of their respective Subsidiaries to disclose any information to the other that would cause a violation of any agreement to which the disclosing party is a partyits Subsidiaries, would cause a risk of a loss of privilege to the such party disclosing such data or informationany of its Subsidiaries, or would constitute a violation of any applicable Laws. Law, a breach of a Contract to which it is a party; provided, that in each case, that CBLI or CYTO, as the case may be, has used commercially reasonable efforts to find an alternative way to provide the access or information contemplated by this Section 6.1 and provided, further that in the event a party restricts access or information pursuant to the foregoing exceptions, the restricting party shall provide written notice of the reason for such restriction. (b) In furtherance and not in limitation of the foregoing each party shall promptly notify the other in writing of any material regulatory Action, investigation, enforcement, inspection, clinical hold, clinical trial delay, expedited safety reports, material changes to the investigational new drug, product withdrawal or recall of, loss of or requirement to make changes to marketing approval, in each case relating to such party’s Products, and any other material Governmental Body inquiry, including but not limited to a FINRA request, and the receipt of any material Third Party demand letter; provided, however, that failure to provide such notice shall not result in a failure to satisfy the conditions set forth in Section 7.2(b) or Section 7.3(b), as applicable, unless such action, hold, withdrawal, loss or requirement would constitute a CYTO Material Adverse Effect or a CBLI Material Adverse Effect, as the case may be. (c) The parties hereto hereby agree that each all information provided to them or their respective Representatives in connection with this Agreement and the consummation of them will treat any the Contemplated Transactions, including the information provided pursuant to Section 6.1(a), shall be deemed to be Evaluation Material, as such information term is used in, and shall be treated in accordance with the Amended with, that certain Confidential Nondisclosure Agreement, by and Restated Joint Non-Disclosure Agreement between the Company CBLI and ParentCYTO, dated as of April 1023, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated 2020 (as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectivelyamended, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, the Company ) and Parent each agree to confer at such times as the other may reasonably request with one or more directors, officers, employees or agents of the Company or Parent, as applicable, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated used solely to make any disclosure in violation of applicable Laws or regulations. Prior effectuate the Contemplated Transactions, including with respect to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange planning for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentintegration.

Investigation. Each of As Parent or its Representatives may from time to time reasonably request in writing in advance, (i) the Company shall and Parent shall cause each of its Subsidiaries to afford to the other Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) Representatives reasonable access during normal business hourshours and upon reasonable notice, throughout the period prior to the earlier of the Effective Time or or, if earlier, the Termination Date, to its and its Subsidiaries’ properties, contracts, commitments, books and records (including Tax Returns, Tax workpapers and other related documentation) and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities Laws applicable Laws; (ii) the Company shall, and shall cause each of its Subsidiaries and its and its Subsidiaries’ directors, officers and employees to, and shall use all commercially its reasonable best efforts to cause their respective the other Representatives to of the Company and its Subsidiaries to, furnish promptly to one another Parent such additional financial and operating data and other information as to its the Company’s and its Subsidiaries’ respective businesses and properties as properties; and (iii) the Company shall, and shall cause each of its Subsidiaries and its and its Subsidiaries’ directors, officers and employees to, and shall use its reasonable best efforts to cause the other or Representatives of the Company and its Representatives may from time Subsidiaries, to time reasonably request (including furnishing to cooperate with Parent in its investigation of the other party such granting party’s financial results in advance business of filing any SEC Documents containing such financial results)the Company and its Subsidiaries, except that nothing herein shall require either the Company or Parent or any of their respective its Subsidiaries to disclose any information to Parent or its Representatives that in the other that reasonable judgment of the Company would cause a violation of any agreement to which the disclosing party Company or any of its Subsidiaries is a party, would cause a risk of a loss of attorney-client privilege to the party disclosing such data Company or informationany of its Subsidiaries, or would constitute a violation of applicable Laws; provided that the Company shall cooperate with Parent to provide Parent or its Representatives with the maximum amount of information that can be disclosed without having such effects. The parties Parent hereby agree agrees that each of them will it shall treat any such information in accordance with the Amended and Restated Joint Non-Disclosure Agreement between the Company and Parent, dated as of April 10, 2008, and the Joint Defense, Common Interest and Confidentiality Agreement between the Company and Parent, dated as of May 9, 2008, and the documents, schedules, exhibits and appendices attached thereto (collectively, the “Confidentiality Agreement”). Subject to the immediately preceding sentence, dated as of October 26, 2018, between the Company and Parent. Any access to the Company’s properties shall be subject to the Company’s reasonable security measures. Nothing in this Section 6.2 shall permit Parent each agree or its Representatives to confer at such times as the other may reasonably request with one conduct any environmental testing or more directorssampling on any properties owned, officers, employees leased or agents of used by the Company or Parentany of its Subsidiaries, as applicableincluding facility surface and subsurface soils and water, to report material operational matters and the general status of their respective ongoing operations. Notwithstanding any provision of this Agreement to the contrary, no party shall be obligated to make any disclosure in violation of applicable Laws air or regulations. Prior to the Effective Time, at a date and time mutually acceptable to the parties, the Company shall use its commercially reasonable efforts to arrange for a meeting among Parent, the Company and the parties identified in Section 5.3 of the Company Disclosure Schedule, it being understood that representatives of the Company shall participate in such meeting, and in no event shall Parent or its representatives contact such parties without the Company or its representatives presentbuilding materials.