Common use of Access and Investigation Clause in Contracts

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to (i) provide Parent and Parent's Representatives with reasonable access to the Representatives, personnel and assets of the Company and its subsidiaries, and to all books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiaries; and (ii) provide Parent and Parent's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its subsidiaries, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Contract or sent to the Company or any of its subsidiaries by any other party to any Material Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental Entity. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "“Pre-Closing Period"”), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries Acquired Corporations shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to Representatives of the Acquired Corporations to: (i) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations’ Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (ii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries Acquired Corporations for the Company's ’s senior management, including including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company Acquired Corporations and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party to any Material Acquired Corporation Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party to any Material Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any Material such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's ’s Representatives with reasonable access to Parent's ’s Representatives, personnel and assets and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required . Without limiting the generality of the foregoing, during the Pre-Closing Period, Parent agrees to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or hold weekly meetings with the conditions to the obligation of any party to consummate the Merger. Each Chief Executive Officer of the Company to provide updates on material developments in Parent’s business and Parent will hold, and will cause its Representatives and affiliates provide the Company with: (A) drafts of any filings on Form 10-Q or Form 8-K expected to hold, any nonpublic information in accordance be made with the terms SEC at least 24 hours prior to such filing; (B) any written materials or communications sent by or on behalf of the Confidentiality Agreement dated June 4Parent to its shareholders; (C) any notice, 2001 between report or other document filed by the Parent with or sent to any Governmental Body on behalf of Parent or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement; and (D) any material notice, report or other document received by the Company (the "Confidentiality Agreement")Parent related to Parent or any of its Subsidiaries from any Governmental Body.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time acceptance of shares of Company Common Stock for purchase pursuant to the Offer (the "“Pre-Closing Period"”), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors Representatives of the Acquired Corporations to: (collectively "Representatives"): to (ia) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations’ Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (iib) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company Acquired Corporations and its subsidiariestheir financial condition, as Parent may reasonably request; (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Corporations, and (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Corporations. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly inform Parent of, and, upon Parent’s reasonable request, provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its subsidiaries Acquired Corporations for the Company's ’s senior management, including (1A) copies of the any unaudited monthly consolidated U.S. balance sheets of the Company Acquired Corporations and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders’ equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; ; (Bii) any written materials or communications sent or proposed to be sent by or on behalf of the Company to its stockholders; ; (Ciii) any material notice, document or other communication sent or proposed to be sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party to any Material Acquired Corporation Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party to any Material Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any Material such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Div) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement, the Offer or the Merger; (v) any complaints, notices and other documents relating to Legal Proceedings with respect to any of the Acquired Corporations that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3 hereof; (vi) any event, transaction or circumstance, that such party learns has caused or will cause any covenant or agreement of such party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such party contained in this Agreement in each case so as to cause a condition to the Offer not to be satisfied; (vii) any notice, report or other document filed with or sent or proposed to be filed with or sent to any Governmental Entity Body on behalf of any of the Acquired Corporations in connection with the Offer or the Merger or any of the other transactions contemplated by this Agreement; and and (Eviii) any material notice, communication, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental Entity. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental EntityBody. No information notice, report or knowledge obtained in any investigation document given pursuant to this Section 5.01 5.1 shall be deemed to modify have any representation effect on the representations, warranties, covenants or warranty given by either party or the conditions to the obligation agreements contained in this Agreement for purposes of determining satisfaction of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement")condition contained herein.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of (1) the Effective Time and (2) the termination of this Agreement pursuant to Section 8.1 (the "“Pre-Closing Period"”), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors Representatives of the Company to: (collectively "Representatives"): to (ia) provide Parent and Parent's ’s Representatives with reasonable access to the Company’s Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany; and (iib) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesCompany, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of the Company to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its subsidiaries for the Company's ’s senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders’ equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Contract or sent to the Company or any of its subsidiaries by any other party to any Material Contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ) sent by or on behalf of the Company to any party to any Company Contract that constitutes a Material Contract or sent to the Company by any party to any Company Contract that constitutes a Material Contract; (Div) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of the Company in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (Ev) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental Entity. (b) Body. During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) promptly provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Sub in connection with the booksOffer or the Merger or any of the other Contemplated Transactions. Without limiting the effect of any of the other obligations set forth in this Agreement, recordsbefore filing any document with or furnishing any document to the SEC or any other Governmental Body in connection with the Offer or the Merger or any of the other Contemplated Transactions, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither each party shall be required to provide access to or disclose consult with the other party regarding the proposed content of such document. All information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 5.1 shall be deemed subject to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and to the Company extent such information constitutes Confidential Information (as defined in the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations Antitrust Laws relating to the exchange of information and subject to attorney-client privilegeinformation, the Company and each of its subsidiaries shall, and shall cause their the respective officersRepresentatives of the Acquired Corporations, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to to: (i) provide Parent and Parent's Representatives Representatives, through the Chief Executive Officer of the Company and his direct reports (the "Senior Operating Committee"), with reasonable access to the RepresentativesAcquired Corporations' Representatives and personnel, personnel including the Company's officers responsible for the preparation of the financial statements, internal controls and disclosure controls and procedures of the Acquired Corporations, and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (ii) provide Parent and Parent's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Corporations, all as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (A) all material monthly or other periodic operating and financial reports prepared by the Company and its subsidiaries Subsidiaries for one or more members of the Senior Operating Committee in the ordinary course of business or for the Company's senior managementBoard of Directors of the Company or any committee thereof, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and its consolidated Subsidiaries and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, strategic development plans, discount reports, write-off reportsreports (if any), hiring reports and capital expenditure reports prepared for the Company's senior managementone or more members of the Senior Operating Committee; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, notice or document or other communication sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party to any Material Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party to any Material Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (E) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental Entity. Body. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, Parent shall be permitted to perform environmental reviews (including subsurface testing) of the properties of the Acquired Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such testing is directly related to a finding of a "Recognized Environmental Condition" contained in any Phase I environmental site assessment conducted by Parent or delivered to Parent pursuant to Section 2.14(g) hereunder or the existence of an obvious environmental condition, (b) During the Pre-Closing Period, subject to applicable antitrust laws Parent promptly provides a copy of all data and regulations relating reports obtained from such subsurface sampling to the exchange Company and (c) Parent does not disclose or otherwise report the results of information and subject such sampling to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: any third party or Governmental Body (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; unless Parent concludes that such disclosure or report is required by Environmental Law and (ii) provide Parent first provides the Company and the Company's Representatives with a reasonable opportunity to make such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably requestdisclosure or report. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time Closing Date or earlier termination of this Agreement pursuant to the provisions of Section 8.1 (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilegeinformation, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): Representatives of the Acquired Companies to (ia) provide Parent and Parent's Representatives with reasonable access to the Acquired Companies' Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Companies; and (iib) provide Parent and Parent's Representatives with such copies of the such existing books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Companies, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Companies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries Subsidiaries for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets income statements of the Company and its consolidated Subsidiaries and the related unaudited monthly quarterly consolidated balance sheets, statements of U.S. operations shareholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (C) any material notice, document legal notice or other communication exercise of legal rights sent by or on behalf of any of the Company or its subsidiaries Acquired Companies to any other party with respect to any Material Contract or sent to the Company or any of its subsidiaries the Acquired Companies by any other party with respect to any Material Contract (other than any communication that relates solely to commercial transactions between the Company Acquired Companies and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with past practicesbusiness); (D) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Companies from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of (1) the Effective Time and (2) the termination of this Agreement pursuant to Section 8.1 (the "“Pre-Closing Period"”), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors Representatives of the Company to: (collectively "Representatives"): to (ia) provide Parent and Parent's ’s Representatives with reasonable access to the Company’s Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany; and (iib) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesCompany, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of the Company to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its subsidiaries for the Company's ’s senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders’ equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Contract or sent to the Company or any of its subsidiaries by any other party to any Material Contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ) sent by or on behalf of the Company to any party to any Company Contract that constitutes a Material Contract or sent to the Company by any party to any Company Contract that constitutes a Material Contract; (Div) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of the Company in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (Ev) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental Entity. (b) Body. During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) promptly provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Sub in connection with the booksOffer or the Merger or any of the other Contemplated Transactions. Without limiting the effect of any of the other obligations set forth in this Agreement, recordsbefore filing any document with or furnishing any document to the SEC or any other Governmental Body in connection with the Offer or the Merger or any of the other Contemplated Transactions, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither each party shall be required to provide access to or disclose consult with the other party regarding the proposed content of such document. All information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 5.1 shall be deemed subject to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and to the Company extent such information constitutes Confidential Information (as defined in the "Confidentiality Agreement").

Access and Investigation. (aA) During the period from the date of this Agreement through the Effective Time (the "PrePRE-Closing PeriodCLOSING PERIOD"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to Representatives of the Company Entities to: (i) provide Parent and Parent's Representatives with reasonable access to the Company Entities' Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesEntities; and (ii) provide Parent and Parent's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesEntities, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesEntities, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries Entities for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company Entities and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries Entities to any other party to any Material Company Entity Contract or sent to any of the Company or any of its subsidiaries Entities by any other party to any Material Company Entity Contract (other than any communication that relates solely to routine commercial transactions between the a Company Entity and the other party to any Material such Company Entity Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of any of the Company Entities in connection with the Merger Combination or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Company or any of its subsidiaries Entities from any Governmental EntityBody. (bB) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shallwill, and shall will cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to Representatives of the Acquired Corporations to: (i) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (ii) provide Parent and Parent's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall will promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries Acquired Corporations for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company Acquired Corporations and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party to any Material Acquired Corporation Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party to any Material Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any Material such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental EntityBody. (b) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege"), Parent shallwill, and shall will cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to Representatives of the Company Entities to: (i) provide Parent and Parent's Representatives with reasonable access to the Company Entities' Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesEntities; and (ii) provide Parent and Parent's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesEntities, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesEntities, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries Entities for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company Entities and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries Entities to any other party to any Material Company Entity Contract or sent to any of the Company or any of its subsidiaries Entities by any other party to any Material Company Entity Contract (other than any communication that relates solely to routine commercial transactions between the a Company Entity and the other party to any Material such Company Entity Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of any of the Company Entities in connection with the Merger Combination or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Company or any of its subsidiaries Entities from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "“Pre-Closing Period"”), subject to applicable antitrust laws and regulations Antitrust Laws relating to the exchange of information and subject to attorney-client privilegeinformation, the Company and each of its subsidiaries shall, and shall cause their the respective officersRepresentatives of the Acquired Corporations, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to to: (i) provide Parent and Parent's Representatives ’s Representatives, through the Chief Executive Officer of the Company and his direct reports (the “Senior Operating Committee”), with reasonable access to the RepresentativesAcquired Corporations’ Representatives and personnel, personnel including the Company’s officers responsible for the preparation of the financial statements, internal controls and disclosure controls and procedures of the Acquired Corporations, and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (ii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Corporations, all as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (A) all material monthly or other periodic operating and financial reports prepared by the Company and its subsidiaries Subsidiaries for one or more members of the Senior Operating Committee in the ordinary course of business or for the Company's senior managementBoard of Directors of the Company or any committee thereof, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and its consolidated Subsidiaries and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, strategic development plans, discount reports, write-off reportsreports (if any), hiring reports and capital expenditure reports prepared for the Company's senior managementone or more members of the Senior Operating Committee; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, notice or document or other communication sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party to any Material Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party to any Material Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (E) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental Entity. Body. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, Parent shall be permitted to perform environmental reviews (including subsurface testing) of the properties of the Acquired Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such testing is directly related to a finding of a “Recognized Environmental Condition” contained in any Phase I environmental site assessment conducted by Parent or delivered to Parent pursuant to Section 2.14(g) hereunder or the existence of an obvious environmental condition, (b) During the Pre-Closing Period, subject to applicable antitrust laws Parent promptly provides a copy of all data and regulations relating reports obtained from such subsurface sampling to the exchange Company and (c) Parent does not disclose or otherwise report the results of information and subject such sampling to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: any third party or Governmental Body (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; unless Parent concludes that such disclosure or report is required by Environmental Law and (ii) provide Parent first provides the Company and the Company's Representatives with a reasonable opportunity to make such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably requestdisclosure or report. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of (1) the Effective Time and (2) the termination of this Agreement pursuant to Section 8.1 (the "“Pre-Closing Period"”), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors Representatives of the Company to: (collectively "Representatives"): to (ia) provide Parent and Parent's ’s Representatives with reasonable access to the Company’s Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany; and (iib) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesCompany, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of the Company to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its subsidiaries for the Company's ’s senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders’ equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Contract or sent to the Company or any of its subsidiaries by any other party to any Material Contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ) sent by or on behalf of the Company to any party to any Company Contract that constitutes a Material Contract or sent to the Company by any party to any Company Contract that constitutes a Material Contract; (Div) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of the Company in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (Ev) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental Entity. (b) Body. During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) promptly provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Sub in connection with the booksOffer or the Merger or any of the other Contemplated Transactions. Without limiting the effect of any of the other obligations set forth in this Agreement, recordsbefore filing any document with or furnishing any document to the SEC or any other Governmental Body in connection with the Offer or the Merger or any of the other Contemplated Transactions, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither each party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance consult with the terms other party regarding the proposed content of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").such

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries the Parent shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel Representatives of the Company and financial advisors (collectively "Representatives"): to Parent to: (i) provide Parent and Parentthe other's Representatives with reasonable access to the its Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to its business and operations; and (ii) provide the other's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its subsidiaries; and (ii) provide Parent and Parent's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiariesbusiness, and with such additional financial, operating and other data and information regarding the Company and its subsidiaries, business as Parent may reasonably requestbe requested. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company and the Parent shall promptly provide Parent the other with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations operations, statements of stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Contract third party contract or sent to the either Company or any of its subsidiaries Parent by any other third party to any Material Contract contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any Material Contract and that is of the type such as those sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the either Company or any of its subsidiaries Parent from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their respective officers, directors, employees, agents, accountants, counsel and financial advisors its Representatives to: (collectively "Representatives"): to (ia) provide Parent and Parent's Representatives with reasonable access to the Company's Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany; and (iib) provide Parent and Parent's Representatives with such copies of the such existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesCompany, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (Aa) all material operating and financial reports prepared by the Company and its subsidiaries Subsidiaries for the Company's senior management, including (1A) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations operations, statements of shareholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; ; (Bb) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (Cc) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Company Contract or sent to the Company or any of its subsidiaries by any other party to any Material Company Contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any Material such Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Dd) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (Ee) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During regular business hours in the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilegeinformation, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): to Representatives of the Acquired Corporations to: (i) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (ii) provide Parent and Parent's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries Subsidiaries for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets income statements of the Company and its consolidated Subsidiaries and the related unaudited monthly quarterly consolidated balance sheets, statements of U.S. operations shareholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party with respect to any Material Acquired Corporation Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party with respect to any Material Acquired Corporation Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any Material such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental EntityBody. (b) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilegeinformation, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. . Without limiting the generality of the foregoing, during the Pre-Closing Period, Parent shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide the Company with copies of: (cA) Neither party shall be required any written materials or communications sent by or on behalf of Parent to provide access its stockholders; and (B) any notice, report or other document filed by Parent with or sent by Parent to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information Body in connection with the Merger or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality other transactions contemplated by this Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of (A) the Effective Time and (B) the termination of this Agreement pursuant to the terms of Section 8.1 (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their the respective officers, directors, employees, agents, accountants, counsel and financial advisors Representatives of the Acquired Corporations to: (collectively "Representatives"): to (i1) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations; and (ii2) provide Parent and Parent's Representatives with such copies of the existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesAcquired Corporations, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesAcquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its subsidiaries Acquired Corporations for the Company's senior management, including (1A) copies of the unaudited monthly consolidated U.S. balance sheets of the Company Acquired Corporations and the related unaudited monthly consolidated statements of U.S. operations operations, statements of shareholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; ; (Bii) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries Acquired Corporations to any other party to any Material Acquired Corporation Contract or sent to the Company or any of its subsidiaries the Acquired Corporations by any other party to any Material Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any Material such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Div) any notice, report or other document filed with or sent to any Governmental Entity Body on behalf of any of the Acquired Corporations in connection with the Merger Arrangement or any of the other transactions contemplated by this Agreement; and and (Ev) any material notice, report or other document received by the Company or any of its subsidiaries the Acquired Corporations from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (agree that the "Confidentiality Agreement"Agreement shall apply to all documents and information provided to Parent pursuant to Section 4.1(a).

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time Closing Date or earlier termination of this Agreement pursuant to the provisions of Section 8.1 (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilegeinformation, the Company and each of its subsidiaries shall, and shall cause their respective officers, directors, employees, agents, accountants, counsel and financial advisors (collectively "Representatives"): its Representatives to (ia) provide Parent and Parent's Representatives with reasonable access to the Company's Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiariesCompany; and (iib) provide Parent and Parent's Representatives with such copies of the such existing books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesCompany, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its subsidiaries for the Company's senior management, including (1) copies of the unaudited monthly consolidated U.S. balance sheets income statements of the Company and the related unaudited monthly consolidated quarterly balance sheets, statements of U.S. operations stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company's senior management; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party with respect to any Material Company Contract or sent to the Company or any of its subsidiaries by any other party with respect to any Material Company Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any Material such Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, the Company and each of its subsidiaries shall, and shall cause their respective officers, directors, employees, agents, accountants, counsel and financial advisors its Representatives to: (collectively "Representatives"): to (ia) provide Parent and Parent's Representatives with reasonable access to the Company's Representatives, personnel and assets of the Company and its subsidiaries, and to all existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany; and (iib) provide Parent and Parent's Representatives with such copies of the such existing books, records, tax returnsTax Returns, work papers and other documents and information relating to the Company and its subsidiariesCompany, and with such additional financial, operating and other data and information regarding the Company and its subsidiariesCompany, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (Aa) all material operating and financial reports prepared by the Company and its subsidiaries Subsidiaries for the Company's senior management, including (1a) copies of the unaudited monthly consolidated U.S. balance sheets of the Company and the related unaudited monthly consolidated statements of U.S. operations operations, statements of shareholders' equity and statements of cash flows and (2b) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; ; (Bb) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (Cc) any material notice, document or other communication sent by or on behalf of any of the Company or its subsidiaries to any other party to any Material Company Contract or sent to the Company or any of its subsidiaries by any other party to any Material Company Contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any Material such Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Dd) any notice, report or other document filed with or sent to any Governmental Entity Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (Ee) any material notice, report or other document received by the Company or any of its subsidiaries from any Governmental EntityBody. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information and subject to attorney-client privilege, Parent shall, and shall cause the Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all books, records, tax returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Neither party shall be required to provide access to or disclose information where such access or disclosure would contravene any law, rule, regulation, order or decree of any Governmental Entity. No information or knowledge obtained in any investigation pursuant to this Section 5.01 shall be deemed to modify any representation or warranty given by either party or the conditions to the obligation of any party to consummate the Merger. Each of the Company and Parent will hold, and will cause its Representatives and affiliates to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement dated June 4, 2001 between Parent and the Company (the "Confidentiality Agreement").