Common use of Access; Confidentiality; Notice of Certain Events Clause in Contracts

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.01, and subject to applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable prior written notice, give Parent and its authorized Representatives reasonable access during normal business hours to all of the Company’s contracts, books, records, analysis, projections, plans, systems, senior management, commitments, offices and other facilities and properties; provided that all such access shall be coordinated through the Company or its Representatives. However, the Company shall not be required to provide access to information, to the extent such access or disclosure would (i) jeopardize the attorney-client or similar privilege of the Company or any of its Subsidiaries; (ii) unreasonably and materially interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to confidentiality (provided that, in the case of each of (i) through (iv), the Company shall use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements). (b) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement, the Merger or the other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Company or Parent; (ii) of any Legal Proceeding commenced or (to any Party’s knowledge) threatened against, such Party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to the Transactions; or (iii) upon becoming aware of the occurrence or impending occurrence of any Effect to it or any of its Subsidiaries or Affiliates, which (A) individually or in the aggregate would (or would reasonably be expected to) prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Transactions in accordance with the terms of this Agreement, or (B) individually or in the aggregate, would or would be expected to have, a Material Adverse Effect, as the case may be. No failure or delay in delivering any such notice shall affect any of the conditions set forth in Article VIII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.018.1, and subject to applicable Lawsthe Confidentiality Agreement, the Company each Party shall, and shall cause each of its Subsidiaries to, upon reasonable prior written notice, give Parent (x) afford any other Party and its authorized Representatives reasonable access during normal business hours and upon reasonable advance notice to all of the Company’s contractsproperties, offices, books, records, analysis, projections, plans, systems, senior managementContracts, commitments, offices personnel and records of the applicable Party and its Subsidiaries and (y) furnish reasonably promptly to any other facilities Party and properties; provided that all its Representatives such information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request. To the extent reasonably required in connection with the development of the post-closing integration plan pursuant to Section 6.11, each Party shall, and shall cause each of its Subsidiaries to, afford to any other Party and its Representatives reasonable access shall be coordinated through the Company or its Representatives. However, the Company shall not be required to provide access to information, during normal business hours and upon reasonable advance notice to the extent such access or disclosure would (i) jeopardize the attorney-client or similar privilege personnel of the Company applicable Party and its Subsidiaries and (y) furnish reasonably promptly to such other Party and its Representatives such information (financial or any of otherwise) concerning its Subsidiaries; (ii) unreasonably business and materially interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to confidentiality (provided that, in the case of each of (i) through (iv), the Company shall use reasonable efforts to allow personnel as such access or disclosure in a manner that does not result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements)other Party may reasonably request. (b) The Company Lion shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, Anaconda (ix) of any notice or other communication received by such Party Lion or any of the Lion Subsidiaries from any Governmental Entity in connection with this Agreement, the Merger Agreement or the other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to could be material to the CompanyLion, the Surviving Company Anaconda or Parent; their respective Subsidiaries, or (iiy) of any Legal Proceeding commenced or (or, to any PartyLion’s knowledge) threatened against, such Party threatened, against Lion or any of its Subsidiaries Lion Subsidiary or Affiliatesotherwise relating to, involving or affecting Lion or any Lion Subsidiary, in each case in connection with, arising from or otherwise relating to the Transactions; or . Anaconda shall give prompt notice to Lion (iiix) upon becoming aware of the occurrence or impending occurrence of any Effect to it notice or other communication received by Anaconda or any of its the Anaconda Subsidiaries from any Governmental Entity in connection with this Agreement or Affiliatesthe Transactions, which (A) individually or from any Person alleging that the consent of such Person is or may be required in the aggregate would (or would reasonably be expected to) prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Transactions in accordance connection with the terms Transactions, if the subject matter of this Agreementsuch communication or the failure of such Party to obtain such consent could be material to Lion, Anaconda or their respective Subsidiaries, or (By) individually of any Proceeding commenced or, to Anaconda’s knowledge, threatened, against Anaconda or any Anaconda Subsidiary or otherwise relating to, involving or affecting Anaconda or any Anaconda Subsidiary, in each case in connection with, arising from or otherwise relating to the aggregateTransactions. (c) Notwithstanding the foregoing, would no Party shall be required by this Section 6.1 to provide another Party or would be expected its Representatives with access to havesuch properties, a Material Adverse Effectoffices, as the case may be. No failure books, Contracts, commitments, personnel and records, or delay in delivering to furnish any such information, (i) the disclosure of which would violate any applicable Law (provided however that the applicable Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law), or (ii) that is subject to any attorney-client, attorney work product or other legal privilege (provided however that the applicable Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each Party shall not be permitted to conduct any invasive or intrusive sampling or analysis (commonly known as a “Phase II”) of any environmental media or building materials at any facility of the other Party or its Subsidiaries without the prior written consent of the other Party (which may be granted or withheld in such other Party’s sole discretion). (d) The failure to deliver any notice pursuant to Section 6.1(b) shall affect not result in or constitute a failure of any of the Conditions or the conditions set forth in Article VII or give rise to any right to terminate under Article VIII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 9.018.1, and subject to applicable Laws, the Company Bemis shall, and shall cause each of its the Bemis Subsidiaries to, upon reasonable prior written notice, give Parent (x) afford to Amcor and its authorized Representatives reasonable access during normal business hours and upon reasonable advance notice to all of the Company’s contractsproperties, offices, books, records, analysis, projections, plans, systems, senior managementContracts, commitments, offices personnel and other facilities records of Bemis and properties; provided that all the Bemis Subsidiaries and (y) furnish reasonably promptly to Amcor and its Representatives such information (financial or otherwise) concerning its business, properties and personnel as Amcor may reasonably request. To the extent reasonably required in connection with the development of the post-close integration plan pursuant to Section 6.12, Amcor shall, and shall cause each of the Amcor Subsidiaries to, afford to Bemis and its Representatives reasonable access shall be coordinated through the Company or its Representatives. However, the Company shall not be required to provide access to information, during normal business hours and upon reasonable advance notice to the extent Contracts and personnel of Amcor and the Amcor Subsidiaries and (y) furnish reasonably promptly to Bemis and its Representatives such access information (financial or disclosure would (iotherwise) jeopardize the attorney-client or similar privilege of the Company or any of concerning its Subsidiaries; (ii) unreasonably business and materially interfere with the Company’s or any of its Subsidiaries’ business operations; (iii) contravene any applicable Law (including with respect to any competitively sensitive information, if any) or contractual restriction or obligations; or (iv) violate any of its obligations with respect to confidentiality (provided that, in the case of each of (i) through (iv), the Company shall use reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements)personnel as Bemis may reasonably request. (b) The Company Bemis shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, Amcor (i) of any notice or other communication received by such Party Bemis or any of the Bemis Subsidiaries from any Governmental Entity in connection with this Agreement, the Merger Agreement or the other Transactions, or from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to could be material to the CompanyBemis, the Surviving Company Amcor or Parent; their respective Subsidiaries, (ii) of any Legal Proceeding commenced or (or, to any Party’s ▇▇▇▇▇’▇ knowledge) threatened against, such Party threatened, against Bemis or any of its Subsidiaries Bemis Subsidiary or Affiliatesotherwise relating to, involving or affecting Bemis or any Bemis Subsidiary, in each case in connection with, arising from or otherwise relating to the Transactions; or , and (iii) upon becoming aware of the occurrence or impending occurrence of any Effect to it or any of its Subsidiaries or Affiliateswhich has had, which (A) individually or in the aggregate would (or would reasonably be expected to) preventto have, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Transactions in accordance with the terms of this Agreement, or (B) individually or in the aggregate, would a Bemis Material Adverse Effect. Amcor shall give prompt notice to Bemis (x) of any notice or other communication received by Amcor or any of the Amcor Subsidiaries from any Governmental Entity in connection with this Agreement or the Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to Bemis, Amcor or their respective Subsidiaries, (y) of any Proceeding commenced or, to Amcor’s knowledge, threatened, against Amcor or any Amcor Subsidiary or otherwise relating to, involving or affecting Amcor or any Amcor Subsidiary, in each case in connection with, arising from or otherwise relating to the Transactions, and (z) upon becoming aware of the occurrence or impending occurrence of any Effect which has had, or would reasonably be expected to have, a individually or in the aggregate, an Amcor Material Adverse Effect. (c) Notwithstanding the foregoing, as the case may be. No failure no Party shall be required by this Section 6.1 to provide another Party or delay in delivering its Representatives with access to such properties, offices, books, Contracts, commitments, personnel and records, or to furnish any such information, (i) that such Party is prohibited from providing pursuant to legally binding confidentiality obligations to a third party in existence prior to the date of this Agreement or entered into after the date of this Agreement without breach of this Agreement (provided however that the applicable Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (ii) the disclosure of which would violate any applicable Law (provided however that the applicable Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law), or (iii) that is subject to any attorney-client, attorney work product or other legal privilege (provided however that the applicable Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). (d) The failure to deliver any notice pursuant to Section 6.1(b) shall affect not result in or constitute a failure of any of the conditions set forth in Conditions or give rise to any right to terminate under Article VIII.