Common use of Access to Information; Confidentiality Clause in Contracts

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

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

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

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

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

Access to Information; Confidentiality. (a) From Except (i) as otherwise prohibited by applicable Law or the date terms of this Agreement any Contract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company Entities shall use reasonable best efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company Entities have used, or has caused the Company Subsidiaries, as applicable, to use, reasonable best efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the Effective Timerestrictions or limitations as are reasonable in response to any Pandemic, including the adoption of any Pandemic Measures, the Company shall, Entities shall and shall cause each of the Company Subsidiaries and use commercially reasonable efforts their respective Representatives to, solely for purposes that are, in good faith, related to cause each the consummation of the Mergers (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company JVs and each of its Subsidiaries with the Parent Entities and their respective officersAffiliates, directors, employees, attorneys, accountants, advisors, representatives and agents at the Parent Entities’ expense: (collectively, “Representatives”) to, (ix) provide to the Parent Entities and its their respective Representatives access at (including Debt Financing Sources and Preferred Equity Investors) reasonable times access, during normal business hours and upon reasonable prior notice to the Company Entities by the Parent Entities, to the officers, employees, agents, properties, properties and offices and other facilities (including each theatre premises) of the Company Entities and the Company Subsidiaries and, to the extent available to the Company, the Company JVsSubsidiaries, and to the material books and records thereof, thereof and (iiy) subject to applicable Laws relating furnish promptly to the exchange of information, furnish promptly Parent Entities such information concerning the business, properties, Contracts, assets, liabilities, liabilities and personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, Entities and the Company Subsidiaries as the Parent and its Entities or their respective Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under . In the Securities Act event that the Company Entities or the Exchange ActCompany Subsidiaries are withholding access or information requested by the Parent Entities or their respective Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company Entities shall give notice to the Parent Entities of such fact, shall use reasonable best efforts to effect reasonable substitute virtual access or disclosure arrangements. No Nothing in this Section 7.02 shall be construed to require the Company Entities, the Company Subsidiaries or any of their respective Representatives to provide (I) any of the foregoing information to the extent related to the negotiation of this Agreement or, except as expressly set forth in Section 7.03, any Acquisition Proposal or any deliberation of the Executive Committee or the Special Committee regarding any Acquisition Proposal or Adverse Recommendation Change, as applicable or (II) any opinion to the Parent Entities. Any investigation conducted pursuant to the access contemplated by this Section 6.1(a7.02 shall be conducted in a manner that does not (A) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent unreasonably interfere with the opportunity, outside conduct of the Companybusiness of the Company Entities and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Entities or the Company Subsidiaries of their normal duties or (B) create a risk of damage or destruction to any property or assets of the Company Entities or the Company Subsidiaries. Any access to the properties of the Company Entities and the Company Subsidiaries will be subject to such Company Entity’s normal hours or Company Subsidiary’s reasonable security measures and insurance requirements. All requests for access pursuant to this Section 7.02 must be directed to specified Representatives of operation, the Company Entities from time to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parenttime. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of All information obtained by the Parent Subsidiaries and each of Entities, the Merger Subs or their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) Article VII shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this Agreement. Such access shall afford accordance with the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys amended and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter restated mutual nondisclosure agreement, dated as of May 6November 2, 2005, between AMCE and Loews 2023 (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (between Silver Lake Technology Management, L.L.C. and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesCompany. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From During the period from the date of this Agreement to and including the Company Merger Effective Time, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide afford to Parent and its Representatives reasonable access at during normal business hours and upon reasonable times upon prior advance notice to the officers(x) third parties that are party to any Participation Agreement (provided, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Companythat, the Company JVs, is provided a reasonable opportunity to participate in any discussions with such third parties and to Parent shall provide the books and records thereofCompany with updates on the status of discussions upon the Company’s reasonable request), and (iiy) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside all of the Company’s normal hours of operationand its Subsidiaries’ respective properties, to conduct visual inspectionsoffices, take measurementsbooks, make surveys Contracts, personnel and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From records and, during such period, the date of this Agreement to the Effective Time, Parent Company Parties shall, and shall cause each of the Parent its Subsidiaries to and each of their respective shall use its reasonable efforts to cause its Representatives to, furnish reasonably promptly to Parent and its Representatives (i) provide to any information concerning the Company and or its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities Subsidiaries (including each theatre premiseswith respect to any pending or threatened Action) of as Parent and the Parent Subsidiaries and to the books and records thereof, may reasonably request and (ii) subject to applicable Laws relating a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the exchange requirements of federal or state securities Laws. In connection with such reasonable access to information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel Company shall use its commercially reasonable efforts to cause its Representatives to participate in meetings and other aspects of itself telephone conferences with Parent and its Representatives prior to the mailing of any Proxy Statement, prior to the Stockholders Meeting and at such other times as may be reasonably requested. No investigation under this Section 7.2(a) or otherwise shall affect any of the representations and warranties of the Parties contained in this Agreement or any condition to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies of the Parties. Notwithstanding the foregoing, the Company shall not be required by this Section 7.2(a) to provide Parent or its Representatives with access to or to disclose information (A) that would violate the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, however, that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to the Company or any of its Subsidiaries as (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law), or (C) that would result in a loss or waiver of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing the Parent Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the Company and any of its Subsidiaries that may result from the requests for access, data and information hereunder. (b) Each Party will hold, and will cause its respective Representatives may reasonably requestto hold, any non-public information regarding the other Party obtained in connection with the transactions contemplated by this Agreement, including without limitation, such any information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted exchanged pursuant to this Section 6.1(b7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination thereof; provided, however, Blackstone Real Estate Services L.L.C. and the Parent Parties may disclose “Information” (as defined in the Confidentiality Agreement) shall affect or to their potential financing sources, which financing sources will be deemed to modify or limit any representation or warranty made be “Representatives” (as defined in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

Access to Information; Confidentiality. (a) From the date of this Agreement The Company agrees to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide permit Park Sterling and Park Sterling’s Representatives to Parent visit and its Representatives access at reasonable times upon prior notice to inspect or investigate the officers, employees, agents, properties, offices and other facilities (including each theatre premises) properties of the Company and the Company Company’s Subsidiaries andto examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably request and (ii) provide Park Sterling with access to the extent available Representatives, vendors and any others having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to discuss the affairs, business, operations, condition, finances and accounts of the Company or its Subsidiaries and for integration planning (and the Company shall cause such Subsidiaries, Representatives and vendors to cooperate with such discussions), all upon reasonable notice and at such reasonable times and as often as Park Sterling may reasonably request. Any inspection or investigation pursuant to this Section 6.2 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, the Company JVsBank and the Company’s Subsidiaries, and nothing herein shall require any Representative of the Company to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such disclose any information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available (A) prohibited by applicable Law or (B) that such disclosure would cause a loss of privilege to the Company or any Subsidiary (provided, that the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to rely on the representations and warranties of the Company. The Company agrees to distribute any notices requested by Park Sterling, including any and all notices to employees of the Company or its Subsidiaries in a form approved by Park Sterling and reasonably acceptable to the Company, . In addition any communications by the Company JVs, as Parent or its Subsidiaries with its employees shall be subject to prior review and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside comment by Park Sterling and none of the Company or any of its Subsidiaries shall make any promises or commitments to its employees with respect to employment by the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform Park Sterling or any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Subsidiaries or the terms and conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Agreement and the transactions contemplated hereby shall be subject to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly receiving Party shall in each case hold all such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1confidence in accordance with, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under provisions of the letter confidentiality agreement, dated as of May 6January 13, 20052014, between AMCE Park Sterling and Loews Sandler ▇’▇▇▇▇▇ & Partners, L.P. on behalf of the Company, with each such receiving Party subject to such restrictions as the recipient (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date of this Agreement hereof to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives auditors and agents (collectively, “Representatives”) of the Company and the Subsidiaries to, (i) provide to afford the officers, employees and agents of Parent and its Representatives Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) facilities, books and records of the Company and each Subsidiary, and shall promptly furnish Parent and Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries and, pursuant to the extent available to the Company, the Company JVs, and to the books and records thereof, requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) subject to applicable Laws relating to the exchange of informationall financial, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel operating and other aspects of itself data and its Subsidiaries and, to the extent available to the Company, the Company JVs, information as Parent and or Purchaser, through its Representatives officers, employees or agents, may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect Purchaser agrees to be bound by the data terms of the confidentiality agreement, dated May 8, 1998 (the "Confidentiality Agreement"), between Parent and the Company as if Purchaser was a party thereto. All information disclosed obtained by Parent or Purchaser pursuant to this Section 6.1, 6.04 shall be kept confidential in accordance with the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

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

Access to Information; Confidentiality. (a) From The Company will afford to VIALOG and the date Representatives of this Agreement VIALOG full access during normal business hours throughout the period prior to the Effective TimeTime to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company shall, and shall cause each or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause each the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company JVs to hold, in strict confidence all non-public documents and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents information furnished (collectively, “Representatives”whether prior or subsequent hereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available VIALOG or to the Company, as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to prepare any required fillings under be disclosed. In the Securities Act or event that this Agreement is terminated in accordance with its terms, VIALOG and the Exchange Act. No investigation conducted Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date other provision of this Agreement to or otherwise in connection with the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Merger and the Parent Subsidiaries Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly independent counsel for such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparty. (c) With respect to The Company and VIALOG acknowledge that the data Company and information disclosed pursuant to this Section 6.1VIALOG executed one or more Confidential Disclosure Agreements (collectively, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)."Confidentiality

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

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

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

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

Access to Information; Confidentiality. Until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms: (a) From the date of this Agreement to the Effective Time, the Company ▇▇▇▇▇▇ shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available permitted by applicable Law, afford to Saturn and its Representatives reasonable access during normal business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the Companynormal operation of ▇▇▇▇▇▇ and its Subsidiaries, the Company JVsto all their respective properties, assets, books, records, Contracts, commitments, personnel and members of their executive management teams, during such period, ▇▇▇▇▇▇ shall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange shall cause each of informationits Subsidiaries to, furnish promptly such to Saturn and its Representatives, as applicable, all information concerning the business, properties, Contracts, assets, liabilities, personnel assets and other aspects Contracts of itself ▇▇▇▇▇▇ and its Subsidiaries andas may be reasonably requested by such parties; provided, however, that the foregoing shall not require ▇▇▇▇▇▇ or its Subsidiaries to disclose any information to the extent available such disclosure would (i) contravene applicable Law or the provisions of any Contract to which ▇▇▇▇▇▇ or its Subsidiaries is a party, or (ii), in ▇▇▇▇▇▇’▇ good faith determination, constitute information protected by attorney/client privilege (provided that, with respect to information that may be the Companysubject of clauses (i) and (ii), the Company JVs, as Parent ▇▇▇▇▇▇ and its Subsidiaries shall cooperate in good faith with Saturn and its Representatives may reasonably request, including without limitation, to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). All such information as may provided in connection with this Agreement shall be required to prepare any required fillings under held confidential in accordance with the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside terms of the Company’s normal hours confidentiality letter agreement entered into between ▇▇▇▇▇▇ and Saturn dated as of operationMarch 22, to conduct visual inspections, take measurements, make surveys and perform any standard 2017 (the “phase I” environmental inspections deemed desirable by ParentConfidentiality Agreement”). (b) From the date of this Agreement to the Effective Time, Parent Saturn shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide to the Company extent permitted by applicable Law, afford to ▇▇▇▇▇▇ and its Representatives reasonable access at during normal business hours, upon reasonable times upon prior advance notice and in a manner that does not unreasonably interfere with the normal operation of Saturn and its Subsidiaries, to the officers, employees, agents, all their respective properties, offices assets, books, records, Contracts, commitments, personnel and other facilities (including each theatre premises) members of Parent and the Parent Subsidiaries and to the books and records thereoftheir executive management teams, during such period, Saturn shall, and (ii) subject to applicable Laws relating to the exchange shall cause each of informationits Subsidiaries to, furnish promptly such to ▇▇▇▇▇▇ and its Representatives, as applicable, all information concerning the business, properties, Contracts, assets, liabilities, personnel assets and other aspects Contracts of itself Saturn and its Subsidiaries as may be reasonably requested by such parties; provided, however, that the Company foregoing shall not require Saturn or its Subsidiaries to disclose any information to the extent such disclosure would (i) contravene applicable Law or the provisions of any Contract to which Saturn or its Subsidiaries is a party, or (ii), in Saturn’s good faith determination, constitute information protected by attorney/client privilege (provided that, with respect to information that may be the subject of clauses (i) and (ii), Saturn and its Subsidiaries shall cooperate in good faith with ▇▇▇▇▇▇ and its Representatives may reasonably request, including without limitation, to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). All such information as may provided in connection with this Agreement shall be required to prepare any filings under held confidential in accordance with the Securities Act or terms of the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Confidentiality Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed No investigation pursuant to this Section 6.15.5 or information provided, made available or delivered to Saturn or ▇▇▇▇▇▇ pursuant to this Agreement shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of the parties hereunder and no party shall comply with, and shall cause their respective Representatives be deemed to comply with, their obligations under the letter agreement, dated make any representation or warranty except as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained expressly set forth in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

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

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

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

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs Subsidiary and each of its and their respective directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, “Company Representatives”) to, : (i) provide to Parent and its Representatives the Parent Subsidiaries and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives”) access at reasonable times during normal business hours, upon prior notice to a Company Representative designated in Exhibit B.1 hereto, to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the or such Company Subsidiaries and, to the extent available to the Company, the Company JVs, Subsidiary and to the books and records thereof, thereof and (ii) subject furnish or cause to applicable Laws relating to the exchange of information, furnish promptly be furnished such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVsand the Company Subsidiaries as Parent, as Merger Sub or the Parent and its Representatives may reasonably request. Without limiting the foregoing, including without limitationduring the period prior to the Closing Date, such information the Company shall provide Parent as may be required to prepare promptly as practicable (and in any required fillings under event within thirty (30) days following the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(aend of each month) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside a copy of the Company’s normal hours following items (each of operationwhich shall be prepared in the same format as the comparable items that were made available to Parent prior to the date of this Agreement with respect to the month of October 2006): (a) an unaudited consolidated balance sheet of each division of the Company for each of the months ended after October 31, 2006 and prior to conduct visual inspectionsthe Closing Date, take measurementsand (b) the monthly operating report and a monthly income statement for each division of the Company and for each Company Health Care Facility for each such month, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parentalong with a comparison of the actual results for each line item to the budgeted amounts for such line item. (b) From Without the date prior written consent of this Agreement the Company and, if required by the Company, without being accompanied by a Company Representative, prior to the Effective TimeTime none of Parent, any Parent shallSubsidiary, and or any Parent Representative shall cause each contact or engage in any discussions with any customer or referral source of the Parent Subsidiaries and each Company or any Company Subsidiary regarding this Agreement or any of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act transactions or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in actions contemplated by this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) Section 6.3.2. With respect to the data and information disclosed pursuant to this Section 6.16.3.1, the parties Parties shall comply with, and Parent shall cause their respective Representatives each Parent Representative and the Company shall cause each Company Representative to comply with, all of their respective obligations under the letter confidentiality agreement, dated as of May 6September 26, 20052006, between AMCE the Company and Loews Parent (as such agreement may be amended from time to time, the “Confidentiality Agreement”). Notwithstanding anything else contained in this , it being understood and agreed by the Parties that, notwithstanding Section 6.3.1, (i) the Company, the Company Subsidiaries and the Company Representatives shall have no obligation to furnish, or provide any access to, any information to any Person not a party or subject to the Confidentiality Agreement, each Party hereto (and each Representative of such Partyii) may disclose Section 6.3.1 shall not require the Company to any and all persons, without limitation of any kind, take or allow actions that would unreasonably interfere with the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, Company’s or any other provisions Company Subsidiary’s operation of this Agreementits business, if any dispute is pending among and (iii) the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties Company shall not be required to provide access to or furnish any information if to do so would contravene any agreement to which the Company or any Company Subsidiary is a party or violate any Law, or where such access and to information may involve the waiver of a disclosure privilege or be otherwise required hereby with respect adverse to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)interests of the Company or any Company Subsidiary.

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

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

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

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

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

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

Access to Information; Confidentiality. (a) From the date of this Agreement to through the Effective TimeTime (or if earlier, the date on which this Agreement is terminated pursuant to Article VII), the Company shall, and shall cause each of the Company its Subsidiaries and to use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersto, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) toupon reasonable notice, (i) provide to Parent PubCo and its Representatives reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices books, records, work papers and other facilities (including each theatre premises) of documents and information relating to the Company and the Company Subsidiaries andits Subsidiaries, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws furnish promptly such information, including copies of books, records, work papers, Tax Returns and other documents and information relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself Company and its Subsidiaries and, to the extent available to the Company, the Company JVsSubsidiaries, as Parent and PubCo or its Representatives may reasonably request, including without limitation(iii) permit PubCo’s officers and other employees to meet, such information as may be required to prepare any required fillings under upon reasonable notice and during normal business hours, with the Securities Act or chief financial officer and other officers and managers of the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of Company that are responsible for the Company’s normal hours financial statements and internal controls to discuss such matters as the other party may reasonably request, and (iv) make available to PubCo copies of operationany material notice, report or other document filed with or sent to conduct visual inspections, take measurements, make surveys and perform or received from any standard “phase I” environmental inspections deemed desirable by ParentGovernmental Authority in connection with the Transactions. (b) From the date of this Agreement to through the Effective TimeTime (or if earlier, Parent the date on which this Agreement is terminated pursuant to Article VII), PubCo shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to use commercially reasonable efforts to, upon reasonable notice, (i) provide to the Company and its Representatives reasonable access at reasonable times upon prior notice during normal business hours to the officers, employees, agents, properties, offices books, records, work papers and other facilities (including each theatre premises) of Parent documents and the Parent Subsidiaries information relating to PubCo and to the books and records thereofits Subsidiaries, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the businessinformation, propertiesincluding copies of books, Contractsrecords, assetswork papers, liabilities, personnel Tax Returns and other aspects of itself documents and information relating to PubCo and its Subsidiaries Subsidiaries, as the Company and or its Representatives may reasonably request, including without limitation(iii) permit the Company’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of PubCo that are responsible for PubCo’s financial statements and internal controls to discuss such information matters as the other party may be required reasonably request, and (iv) make available to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanyTransactions. (c) With respect Notwithstanding the foregoing, neither PubCo nor the Company shall be required to provide such access if it reasonably determines that it would (i) materially disrupt or impair the business or operations of PubCo or the Company, as applicable, or any of their respective Subsidiaries, or (ii) constitute a violation of any applicable Law. Nothing herein shall require the Company or PubCo or any of their respective Subsidiaries to disclose information to the data extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege or violate any confidentiality obligation of such Party existing as of the date of this Agreement (provided that such Party shall use reasonable best efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). (d) PubCo and information disclosed pursuant to this Section 6.1, the parties Company shall comply with, with and shall use their reasonable best efforts to cause their respective Representatives to comply with, all of their respective obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to the information disclosed under this Section 5.03. The Company acknowledges that the information provided to it is subject to the terms of the Confidentiality Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From The Company will afford to VIALOG and the date Representatives of this Agreement VIALOG full access during normal business hours throughout the period prior to the Effective TimeTime to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company shall, and shall cause each or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause each the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company JVs to hold, in strict confidence all non-public documents and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents information furnished (collectively, “Representatives”whether prior or subsequent hereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available VIALOG or to the Company, as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to prepare any required fillings under be disclosed. In the Securities Act or event that this Agreement is terminated in accordance with its terms, VIALOG and the Exchange Act. No investigation conducted Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date other provision of this Agreement to or otherwise in connection with the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Merger and the Parent Subsidiaries Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly independent counsel for such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparty. (c) With respect to The Company and VIALOG acknowledge that the data Company and information disclosed pursuant to this Section 6.1VIALOG executed one or more Confidential Disclosure Agreements (collectively, the parties shall comply with"Confidentiality Letter"), which separately and shall cause their respective Representatives to comply with, their obligations under as incorporated in this Agreement will remain in full force and effect after and notwithstanding the letter agreement, dated as execution and delivery of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to any and all persons, without limitation of any kindSection 6.1(a), the tax treatment and tax structure Confidentiality Letter or otherwise will be subject to the provisions of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesConfidentiality Letter. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)parties.

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

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

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, Upon reasonable notice and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, each of the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities will (i) afford Parent GP and its Representatives reasonable access (and, with respect to books and records, the right to copy), during normal business hours, to their respective officers, employees, agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and records and other information reasonably requested by Parent (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, Contracts, assetsTax Returns, liabilitiesPermits, personnel assets and other aspects liabilities of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, MLP Group Entities as Parent GP or its Representatives reasonably request, (iii) reasonably cooperate with Parent GP and its Representatives to organize and facilitate meetings among Parent GP and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as Parent GP may reasonably request, including without limitation(iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent GP (which, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to for purposes of this Section 6.1(a) shall affect or 6.7, will be deemed to modify be furnished or limit any representation or warranty made in this Agreement. Such produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent GP) and (v) reasonably cooperate with Parent GP and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of the MLP Group Entities as Parent GP may reasonably request; provided, however, that such access shall afford Parent be provided on a basis that minimizes the opportunity, outside disruption to the operations of the Company’s normal hours MLP Entities and in no event shall include invasive sampling or testing of operationthe Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgement of the MLP Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws, (ii) to disclose any privileged information of the MLP Group Entities to the extent such disclosure would result in the loss of such privilege (in each case, it being agreed that the MLP Entities shall give notice to Parent of the fact that it is withholding such access or information and thereafter the MLP Entities shall use their respective reasonable best efforts to cause such access or information, as applicable, to conduct visual inspectionsbe provided, take measurementsor made available, make surveys and perform in a manner that would not reasonably be expected to cause such a disclosure, violation or waiver) or (iii) to disclose any standard “phase I” environmental inspections deemed desirable by Parentinformation relating to the MLP Entities’ consideration of the Transactions, including the minutes of the GP Conflicts Committee. (b) From The MLP Entities and the date of this Agreement ▇▇▇▇▇▇▇▇▇ Entities will furnish promptly to the Effective Time, Parent shallEntities, and shall cause each of the Parent Subsidiaries Entities will furnish promptly to the MLP Entities and each of their respective Representatives to, the ▇▇▇▇▇▇▇▇▇ Entities (i) provide a copy of each report, schedule and other document filed or submitted by any of them pursuant to the Company requirements of federal or state securities Laws and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities a copy of any communication (including each theatre premises“comment letters”) received by any of Parent and them from the Parent Subsidiaries and to the books and records thereof, SEC concerning compliance with securities Laws and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such all other information concerning the their and their respective Subsidiaries’ business, properties, Contracts, assets, liabilities, properties and personnel and other aspects of itself and its Subsidiaries as the Company Parent Entities or the MLP Entities and its Representatives the ▇▇▇▇▇▇▇▇▇ Entities, as the case may be, may reasonably request; provided, including without limitationhowever, that, notwithstanding anything to the contrary herein and notwithstanding any right to information under Law (to the extent such information right under Law can be waived), except as may be required specifically provided in Section 6.18(d), none of the MLP Group Entities, the ▇▇▇▇▇▇▇▇▇ Entities or their respective Affiliates or holders of their Equity Interests shall have the right at any time to prepare examine the Tax Returns, Tax work papers, financial statements or books and records of the Parent, Merger Sub or their respective Affiliates for any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companypurpose. (c) With respect to Except for disclosures permitted by the data terms of the Confidentiality Agreement, Parent GP and its Representatives will hold all information disclosed received from the MLP Entities pursuant to this Section 6.1, 6.7 in confidence in accordance with the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under terms of the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding Prior to and after the foregoing provisionsClosing, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall provide Parent and Parent GP access to the personnel, books, work papers and records of the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates relating to any of the MLP Group Entities to the extent reasonably necessary to enable Parent and Parent GP to prepare financial statements of the MLP Group Entities in such form and covering such periods as may be required by any applicable securities Laws to be filed with the SEC. Furthermore, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall use their commercially reasonable efforts to cause the independent public accountants of the MLP Group Entities to provide any consent necessary to the filing of such financial statements with the SEC and to provide such customary representation letters as are necessary in connection therewith. All of the financial statements, reports, opinions and related activities to be prepared, provided, delivered, made available or any other provisions of this Agreement, if any dispute is pending among the parties undertaken pursuant to this Agreement or Section 6.7(d) shall be prepared, provided, delivered, made available and undertaken at the sole cost and expense of Parent. (e) For a period of three years following the Closing, the ▇▇▇▇▇▇▇▇▇ Entities and their respective Affiliates shall retain all books, records, information and documents in possession of the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates that are necessary to prepare and audit financial statements with respect to this Agreementthe assets and liabilities of, or otherwise relating to, the parties shall not be required MLP Group Entities, except to provide the access extent originals or copies thereof are transferred to Parent and Parent GP in connection with Closing. (f) No investigation, or information otherwise required hereby with respect received, pursuant to records this Section 6.7 will modify any of the representations and information relevant to such dispute (in which case warranties of the Laws governing information sharing applicable to such disputes shall govern)Parties.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective TimeClosing, the Company shall, shall (and shall cause each of the Company its Subsidiaries to): (i) provide to Buyer (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, “Representatives”)) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the directors, officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and its Subsidiaries (including the Company Subsidiaries and, to Quadrem Group and the extent available to the Company, the Company JVs, Quadrem Subsidiaries) and to the books and records thereof, thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself the Company and its Subsidiaries and, to (including the extent available to Quadrem Group and the Company, the Company JVs, Quadrem Subsidiaries) as Parent and Buyer or its Representatives may reasonably request, including without limitation, such information as may be required . The Seller will permit Buyer and its Representatives to prepare any required fillings under meet with the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside officers of the Company’s normal hours Company and its Subsidiaries (including the Quadrem Group and the Quadrem Subsidiaries) responsible for the financial statements and internal controls of operation, the Company and its Subsidiaries (including the Quadrem Group and the Quadrem Subsidiaries) to conduct visual inspections, take measurements, make surveys discuss such matters as Buyer may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and perform 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any standard “phase I” environmental inspections deemed desirable by Parentrules and regulations relating thereto. (b) From After the date of this Agreement to the Effective TimeClosing, Parent shall, and Buyer shall cause each of the Parent Quadrem Group and the Quadrem Subsidiaries and each of their respective Representatives to, : (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the directors, officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent the Quadrem Group and the Parent Quadrem Subsidiaries and to the books and records thereof, thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself the Quadrem Group and its the Quadrem Subsidiaries as the Company and its Representatives may reasonably request. The Company shall keep such information confidential and shall cause its Representatives to not disclose such information in any manner whatsoever; provided, including however, that (i) the Company may make any disclosure of such information to which the Buyer gives its prior written consent and (ii) any of such information may be disclosed to the Company’s Representatives who need to know such information, who are provided with a copy of this Agreement and who are directed by the Company to treat such information in accordance with this Section 6.02(b). In the event that the Company or its Representatives are required (by oral questions, interrogatories, requests for information or documents in any Proceeding to disclose any such information, the Company shall provide the Buyer with prompt notice of any such request or requirement so that the Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.02(b). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Buyer, the Company or any of its Representatives are nonetheless, in the written opinion of counsel, legally compelled by any requirement described in the prior sentence to disclose such information to any third party, the Company or its Representative may, without liability hereunder, disclose to such third party only that portion of such information which such counsel advises in writing is legally required to be disclosed, provided that the Company exercises its reasonable best efforts to preserve the confidentiality of the such information, including, without limitation, by cooperating with the Buyer to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information as may be required by any third party to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companywhich disclosure is made. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the letter agreementNon-Disclosure Agreement, dated as of May 6June 9, 20052008, between AMCE Company and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesBuyer. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

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

Access to Information; Confidentiality. (a) From During the date Interim Period, Buyer may make or cause to be made such review of this Agreement to the Effective Time, the Company Entities and their respective assets, financial and legal condition as Buyer deems reasonably necessary or advisable. Sellers shall, and shall cause each the Company Entities to permit Buyer and its authorized agents or Representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Company Subsidiaries Entities during normal business hours to review information and documentation relative to the properties, books, Contracts and other records of the Company Entities; provided, however, that such investigation shall only be upon reasonable advance notice and shall not unreasonably disrupt personnel and operations of the Company Entities and shall be at Buyer’s sole cost and expense; and provided, further, however, that none of Buyer, its Affiliates or their respective Representatives, shall conduct any subsurface investigation or testing of any environmental media. All requests for access to the offices, properties, books and records of the Company Entities shall be made to such Representatives of Sellers as Sellers shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyer, its Affiliates or their respective Representatives shall, prior to the Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents, the Tax Equity Investors or parties (or Representatives of any of the foregoing) that have business relationships with the Company Entities or any Governmental Authority or Representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Sellers (other than the required filings specified in Section 3.6). Any access to the offices, properties, books and records of the Company Entities shall be subject to the following additional limitations: (i) Buyer, its Affiliates, and their respective Representatives, as applicable, shall give Sellers notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of the Company Entities, and a Representative of Sellers shall have the right to be present when Buyer, its Affiliates or their respective Representatives conducts its or their investigations on such property; (ii) none of Buyer, its Affiliates or their respective Representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyer, its Affiliates, and their respective Representatives, as applicable shall (A) use commercially reasonable efforts to cause each perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) except to the extent resulting from the negligence or willful misconduct of Sellers, any Company Entity, their Affiliates or any of their respective Representatives, indemnify, defend and hold harmless Sellers, the Company JVs Entities their respective Affiliates, and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent Representatives from and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, against all Damages to the extent available to resulting from the Companyactivities of Buyer, its Affiliates and their respective Representatives under this paragraph and not resulting from any negligence or willful misconduct of Sellers, any Company Entity, their Affiliates or any of their respective Representatives. The foregoing indemnification obligation shall survive the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange Closing or termination of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement Notwithstanding anything herein to the Effective Timecontrary, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties Sellers shall not be required to provide any access or information to Buyer, its Affiliates or any of their respective Representatives, whether during the Interim Period or from and after the Closing, which Sellers reasonably believe they or the Company Entities are prohibited from providing to Buyer, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Sellers or its Affiliates (or, prior to the Closing, the Company Entities) are required to keep confidential or prevent access to by reason of any Contract with a third party. (b) Buyer, its Affiliates and their respective Representatives shall hold in confidence all confidential information otherwise required hereby obtained from Sellers, the Company Entities or their respective Affiliates or Representatives, whether or not relating to the business of the Company Entities, in accordance with the provisions of the Confidentiality Agreement in each case as if Buyer and Sellers were directly a party thereto which, notwithstanding anything contained therein, shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms. Notwithstanding the foregoing, or anything to the contrary set forth in the Confidentiality Agreement, from and after the Closing, Buyer shall have no duty to Sellers or their respective Affiliates regarding information provided by Sellers or their Affiliates with respect to records the Company Entities, such information shall be deemed to belong to Buyer, and Sellers shall hold such information relevant to such dispute (in which confidence in accordance with the provisions of the Confidentiality Agreement in each case the Laws governing information sharing applicable to such disputes shall govern)as if Buyer and Sellers were directly a party thereto.

Access to Information; Confidentiality. (a) From The Company will afford to VIALOG and the date Representatives of this Agreement VIALOG full access during normal business hours throughout the period prior to the Effective TimeTime to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company shall, and shall cause each or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause each the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company JVs to hold, in strict confidence all non-public documents and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents information furnished (collectively, “Representatives”whether prior or subsequent hereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available VIALOG or to the Company, as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to prepare any required fillings under be disclosed. In the Securities Act or event that this Agreement is terminated in accordance with its terms, VIALOG and the Exchange Act. No investigation conducted Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date other provision of this Agreement to or otherwise in connection with the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Asset Purchase and the Parent Subsidiaries Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly independent counsel for such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparty. (c) With respect to The Company and VIALOG acknowledge that the data Company and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, VIALOG executed a Second Confidential Disclosure Agreement dated as of May 6June 30, 2005, between AMCE and Loews 1996 (the “"Confidentiality Agreement”Letter"). Notwithstanding anything else contained , which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, each Party hereto (and each Representative of such Party) may disclose that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to any and all persons, without limitation of any kindSection 6.1(a), the tax treatment and tax structure Confidentiality Letter or otherwise will be subject to the provisions of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesConfidentiality Letter. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)parties.

Access to Information; Confidentiality. Subject to compliance with applicable Law (aincluding antitrust and competition Laws) From the date of this Agreement and appropriate disclosure limitations to the Effective Timemaintain attorney-client privilege, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company Subsidiaries shall, and use commercially reasonable efforts to shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company JVs and each Personnel as Parent may reasonably request, provided such review is permissible under applicable Law. No investigation by Parent or any of their respective its officers, directors, employees, investment bankers, attorneys, accountants, advisors, accountants or other advisors or representatives and agents no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (collectively, “Representatives”or remedies with respect thereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, agentsinvestment bankers, propertiesattorneys, offices accountants and other facilities (including each theatre premises) of advisors and representatives to hold, any and all information received from the Company and confidential in accordance with the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such Confidentiality Agreement. Any request for information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted contact pursuant to this Section 6.1(a5.02(a) shall affect be directed to (or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside a manner approved by) an executive officer of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (ba) From Subject to applicable law, the date of this Agreement to the Effective Time, Company and Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Subsidiaries to, (i) provide cooperate to ensure an orderly transition and integration process in connection with the Company Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanySubsidiaries. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent its Subsidiaries and each of their respective Representatives to, (i) provide afford to the Company other party and its Representatives access at reasonable times upon prior notice to the officers, employees, agentsaccountants, counsel, financial advisers, brokers, consultants and other representatives (collectively, “Representatives”) of such other party, reasonable access during normal business hours upon reasonable advance notice, prior to the Effective Time, to all their respective properties, offices including for the purpose of performing any environmental investigation (and, in the case of environmental investigation, at Parent’s cost and subject to Parent providing indemnification reasonably satisfactory to the Company for property damage) that Parent shall, in its sole discretion, deem reasonably necessary or advisable, books, contracts, commitments, personnel and records (including Bond Documents and related materials requested by Parent) and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, furnish promptly to the other party (i) a copy of each report, schedule, registration statement and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and document filed by it during such period pursuant to the books and records thereofrequirements of federal or state securities laws, and (ii) subject all other information concerning its business, properties and personnel as such other party may reasonably request and (iii) all Tenant Deliveries and compliance certificates delivered to applicable Laws relating any lender. (b) Prior to the exchange of informationEffective Time, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company shall use all reasonable efforts to cause Parent to have reasonable access to, and its Representatives may reasonably requestto consult and communicate with, including without limitationthe officers of Company Tenants during normal business hours upon reasonable advance notice, such information as may be required prior to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanyEffective Time. (c) With respect to Each of the data Company and information disclosed pursuant to this Section 6.1, the parties shall comply withParent shall, and shall cause their respective its Subsidiaries to, use all reasonable efforts to cause its Representatives to comply hold any nonpublic information in confidence to the extent required by, and in accordance with, their obligations under and will comply with the letter agreementconfidentiality provisions of, the agreement between Parent and the Company dated as of May 6March 1, 2005, between AMCE and Loews 2005 (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From Except as prohibited by any confidentiality agreement or similar agreement or arrangement to which NGP or any of the NGP Subsidiaries is a party as of the date of this Agreement or pursuant to applicable Law from the date of this Agreement to the First Effective Time, the Company shall, NGP shall (and shall cause each of the Company NGP Subsidiaries to): (i) provide to Buyer (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneysaccountants, accountantsconsultants, advisors, representatives legal counsel, lenders (and to such lenders' advisors), agents (and other representatives, collectively, “Representatives”"REPRESENTATIVES") to, (i) provide to Parent and its Representatives reasonable access at reasonable times times, upon prior notice to NGP, to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company NGP and the Company NGP Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and thereof (ii) subject use reasonable efforts to applicable Laws relating cause employees, officers and agents of NGP and the NGP Subsidiaries, upon prior notice to NGP, to consult with Buyer's Representatives in relation to Buyer's plans for the exchange of informationbusiness following Closing at reasonable times and to a reasonable extent, (iii) furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself NGP and its NGP Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and Buyer or its Representatives may reasonably request. In circumstances where applicable Law, including without limitationagreements or arrangements restrict NGP from complying with the foregoing sentence, such information as may be required NGP shall use its reasonable best efforts to prepare any required fillings under (and to cause the Securities Act or the Exchange ActNGP Subsidiaries to use their reasonable best efforts to) make reasonable and appropriate substitute disclosure. No investigation conducted pursuant by or on behalf of Buyer prior to the date of this Section 6.1(a) Agreement or after the date of this Agreement shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or shall affect Buyer's right to claim any remedy available to it pursuant to this Agreement. Such access Notwithstanding the foregoing, Buyer acknowledges that none of Buyer or its respective Affiliates or Representatives shall afford Parent the opportunity, outside be entitled to perform invasive environmental investigations with respect to any of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform NGP's or any standard “phase I” environmental inspections deemed desirable by ParentNGP Subsidiary's properties. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the The parties shall comply with, and shall cause their respective Representatives and affiliates to comply with, all of their respective obligations under the letter confidentiality agreement, dated as of May 6March 4, 20052002, between AMCE NGP and Loews ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., as amended, and the confidentiality agreement, dated as of February 25, 2002, between NGP and Starwood Capital Group Global, L.L.C., as amended (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kindtogether, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions"CONFIDENTIALITY AGREEMENT"), as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to the information disclosed pursuant to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)Section 6.02.

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company Harbrew New York shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agentscounsel, financial advisors and other representatives to, afford to the Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its properties, offices books, contracts, commitments, personnel and other facilities (including each theatre premises) of the Company and the Company Subsidiaries records and, to the extent available to the Companyduring such period, the Company JVsHarbrew New York shall, and to the books shall cause its officers, employees and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationrepresentatives to, furnish promptly such to Parent all information concerning the its business, properties, Contractsfinancial condition, assetsoperations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Harbrew New York set forth herein and compliance by Harbrew New York of its obligations hereunder, liabilitiesduring the period prior to the Effective Time of the Merger, Parent shall provide Harbrew New York and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information records as may be required necessary to prepare any required fillings under enable Harbrew New York to confirm the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside accuracy of the Company’s normal hours representations and warranties of operationParent set forth herein and compliance by Parent of their obligations hereunder, to conduct visual inspectionsand, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Timeduring such period, Parent shall, and shall cause each of the Parent Subsidiaries its subsidiaries, officers, employees and each of their respective Representatives representatives to, furnish promptly to Harbrew New York upon its request (i) provide a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the Company requirements of federal or state securities laws and (ii) all other information concerning its Representatives access at reasonable times upon prior notice business, properties, financial condition, operations and personnel as such other party may from time to the time reasonably request. Except as required by law, Parent will hold, and will cause its respective directors, officers, employees, agentsaccountants, propertiescounsel, offices financial advisors and other facilities representatives and affiliates to hold, any nonpublic information in strict confidence. (including each theatre premisesb) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) 8.01 shall affect any representations or be deemed to modify warranties of the parties herein or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect conditions to the data and information disclosed pursuant to this Section 6.1, obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

Access to Information; Confidentiality. (a) From Except as otherwise prohibited by applicable Laws or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date of this Agreement to until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Parent’s Representatives reasonable access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, ; and (ii) subject furnish as promptly as reasonably practicable to applicable Laws relating to the exchange of information, furnish promptly Parent such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself the Company and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and or its Representatives may reasonably request, including without limitation, such information as may ; provided that the Company shall not be required to prepare (A) take or allow actions that would unreasonably interfere with the operation of the business of the Company and its Subsidiaries, or (B) provide access to or furnish any required fillings under information if doing so would violate any applicable Laws or where such access to information may involve the Securities Act waiver of any privilege so long as the Company has taken all reasonable steps to permit inspection of or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of disclose such information on a basis that does not compromise the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform or any standard “phase I” environmental inspections deemed desirable by ParentSubsidiary’s privilege with respect thereto. (b) From All information obtained by the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted parties pursuant to this Section 6.1(b) 7.04 shall affect or be deemed to modify or limit any representation or warranty made kept confidential in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyaccordance with Section 10.08. (c) With respect to the data and information disclosed No investigation pursuant to this Section 6.17.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the obligations of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategieshereto. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From During the period from the date of this Agreement to through the Effective TimeClosing Date, the Company shall, and shall cause each of Seller will give the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent Buyer and its Representatives access at reasonable times upon prior notice to the officersauthorized Affiliates, employees, agents, propertiesadvisors, offices accountants, attorneys, engineers, environmental consultants, financing sources and other facilities (including each theatre premises) representatives reasonable access during customary working hours to all plants, offices, warehouses, facilities, employees and Books and Records of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws Seller relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, Business as Parent and its Representatives they may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, Each Party will hold and shall will cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officersAffiliates, employees, agents, propertiesadvisors, offices accountants, attorneys, engineers, environmental consultants, representatives and other facilities (including each theatre premises) of Parent financing sources to hold any information which such Party receives in connection with the transactions contemplated by this Agreement in strict confidence and the Parent Subsidiaries in accordance with and subject to the books terms of the Confidentiality Agreement dated as of July 20, 2001 between the Buyer and records thereofASR, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act amended or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable modified by the CompanyParties (the "Confidentiality Agreement"). (c) With Solely with respect to the data Acquired Assets and information disclosed pursuant documents reasonably available to this Section 6.1Seller, the parties Seller, at its sole cost and expense, shall comply with, and shall cause their respective Representatives provide to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews Buyer reasonable access (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and at all persons, without limitation of any kind, the tax treatment and tax structure corporate offices of the transactions contemplated herein and Business) to all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant concerning all Environmental Permits and Materials of Environmental Concern, used, stored, generated, treated or disposed of by the Seller, all environmental or safety studies conducted by or on behalf of the Seller and all reports, correspondence or filings to such dispute Governmental Authorities concerning the compliance of the Acquired Assets or the operation of the Business with Requirements of Environmental Laws, all policies and procedures manuals or guidelines utilized by the Seller to comply with Requirements of Environmental Laws, and any other information reasonably requested by the Buyer pertaining to environmental, health, and safety issues (in which case the Laws governing information sharing applicable to such disputes shall govern)."Environmental Information"

Access to Information; Confidentiality. (a) From the date hereof until the Closing Date, Sellers, and each of them, will (i) give, and will cause their respective Affiliates to give, Purchaser, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of Sellers and their respective Affiliates as to the US Business and the UK Business, (ii) furnish, and will cause their respective Affiliates to furnish or make available, to Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the US Business and the UK Business as such Persons may reasonably request and (iii) following public announcement of this Agreement and the transactions contemplated herein, instruct the employees, counsel and financial advisors of Sellers and their respective Affiliates to cooperate with Purchaser in its investigation of the Effective TimeUS Business and the UK Business. In addition, Sellers will offer to Purchaser and its agents on its reasonable request reasonable access accompanied by a representative of the Company shall, and shall cause Sellers during normal business hours to customers of each of the Company Subsidiaries US Business and the UK Business for the purpose of facilitating the transactions contemplated by this Agreement following the public announcement of this Agreement and the transactions 49 55 contemplated herein until the Closing Date. No investigation by Purchaser or other information received by Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement with respect to the US Business given or made by Sellers, or any of them, hereunder. (b) Sellers, and each of them, will hold, and will use commercially reasonable their best efforts to cause each of the Company JVs and each of their respective Affiliates, officers, directors, employees, attorneys, accountants, advisorscounsel, representatives consultants, advisors and agents to hold, in confidence, indefinitely after the Closing, all Trade Secrets relating to the US Business and/or the UK Business and, for a period of two (collectively2) years after Closing, “Representatives”) toall Confidential Information relating to the US Business and/or the UK Business. Notwithstanding the foregoing, Sellers may disclose such Trade Secrets and/or Confidential Information relating to the US Business and/or the UK Business if compelled to disclose by judicial or administrative process or by other requirements of law provided that Sellers provide notice to Purchaser prior to such disclosure in order to provide Purchaser with the opportunity to protect the confidential nature of such information. For purposes of this Section 8.03(b), Purchaser and Sellers acknowledge and agree that Trade Secrets and Confidential Information do not include any information (i) provide to Parent and its Representatives access at reasonable times upon prior notice to in the officers, employees, agents, properties, offices and other facilities (including each theatre premises) public domain through no fault of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and Sellers or any of them or (ii) subject later lawfully acquired by Sellers or any of them from sources other than those related to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside their prior ownership of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent US Business and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the CompanyUK Business. (c) With respect On and after the Closing Date, Sellers and each of them, will afford as soon as reasonably practicable to Purchaser and its agents reasonable access to the data books of account, financial and information disclosed pursuant to this Section 6.1other records (including, the parties shall comply withwithout limitation, accountant's work papers), information, employees and auditors of Sellers, and shall cause their respective Representatives each of them, to comply withthe extent necessary for Purchaser in connection with any audit, their obligations under the letter agreementinvestigation, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to dispute or litigation or any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies other reasonable business purpose relating to the transactions, as well as all materials of US Business and the UK Business; provided that any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties access by Purchaser shall not be required to provide unreasonably interfere with the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case conduct of the Laws governing information sharing applicable to such disputes shall govern)business of Sellers.

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

Access to Information; Confidentiality. (a) From During the period from the date of this Agreement to and including the Company Merger Effective Time, the Company shall, and shall cause each of the Company its Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide afford to Parent and its Representatives reasonable access at during normal business hours and upon reasonable times upon prior advance notice to the officers(x) third parties that are party to any Participation Agreement (provided, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Companythat, the Company JVs, is provided a reasonable opportunity to participate in any discussions with such third parties and to Parent shall provide the books and records thereofCompany with updates on the status of discussions upon the Company’s reasonable request), and (iiy) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside all of the Company’s normal hours of operationand its Subsidiaries’ respective properties, to conduct visual inspectionsoffices, take measurementsbooks, make surveys Contracts, personnel and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From records and, during such period, the date of this Agreement to the Effective Time, Parent Company Parties shall, and shall cause each of the Parent its Subsidiaries to and each of their respective shall use its reasonable efforts to cause its Representatives to, furnish reasonably promptly to Parent and its Representatives (i) provide to any information concerning the Company and or its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities Subsidiaries (including each theatre premiseswith respect to any pending or threatened Action) of as Parent and the Parent Subsidiaries and to the books and records thereof, may reasonably request and (ii) subject to applicable Laws relating a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the exchange requirements of federal or state securities Laws. In connection with such reasonable access to information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel Company shall use its commercially reasonable efforts to cause its Representatives to participate in meetings and other aspects of itself telephone conferences with Parent and its Representatives prior to the mailing of any Proxy Statement, prior to the Stockholders Meeting and at such other times as may be reasonably requested. No investigation under this Section 7.2(a) or otherwise shall affect any of the representations and warranties of the Parties contained in this Agreement or any condition to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies of the Parties. Notwithstanding the foregoing, the Company shall not be required by this Section 7.2(a) to provide Parent or its Representatives with access to or to disclose information (A) that would violate the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, however, that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to the Company or any of its Subsidiaries as (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law), or (C) that would result in a loss or waiver of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege)or (D) for the purpose of allowing the Parent Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the Company and any of its Subsidiaries that may result from the requests for access, data and information hereunder. (b) Each Party will hold, and will cause its respective Representatives may reasonably requestto hold, any non-public information regarding the other Party obtained in connection with the transactions contemplated by this Agreement, including without limitation, such any information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted exchanged pursuant to this Section 6.1(b7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination thereof; provided, however, that Blackstone Real Estate Services L.L.C. and the Parent Parties may disclose “Information” (as defined in the Confidentiality Agreement) shall affect or to their potential financing sources, which financing sources will be deemed to modify or limit any representation or warranty made be “Representatives” (as defined in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party (a) From which such Person will use commercially reasonable efforts to cause the counterparty thereto to waive), and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date of this Agreement to the Effective Time, the Company shallwill, and shall will cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, representatives agents and agents other representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) to, : (i) provide to Parent and its Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company such party and the Company its Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, thereof (including Tax Returns) and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself such party and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its or the Parent Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No provided that no investigation conducted pursuant to this Section 6.1(a) 6.2 shall affect or be deemed to modify or limit any representation or warranty made in by the Company herein or any of the conditions to the obligations of the parties hereto under this Agreement. Such access The information referred to in the previous sentence shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement be subject to the Effective TimeMutual Confidentiality Agreement, Parent shalldated February 10, 2011, by and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to between the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained No investigation or disclosure, pursuant to this Section 6.2 or otherwise, shall modify or supplement the representations and warranties of the Company in this Agreement, except as provided in the Company SEC Documents or in the Company Disclosure Letter in each Party hereto (case as and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are extent provided in the introductory paragraph to such Party relating to such tax treatment, tax structure and tax strategiesArticle 4. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).

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

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

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs Subsidiary and each of their respective directors, officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, “Company Representatives”) to, : (i) provide to Parent and its Representatives Merger Sub and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, financing sources, agents, and other representatives (collectively, the “Parent Representatives”) reasonable access at reasonable times during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, agentsauditors, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and ; (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel assets and other aspects liabilities of itself and its Subsidiaries as the Company and its Company Subsidiaries as Parent or the Parent Representatives may reasonably request; (iii) to the extent permitted by Law, including without limitationfurnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity, provided that the foregoing shall not require the Company or any Company Subsidiary or Company Representative to furnish any such information as may materials that are otherwise publicly available or, unless otherwise requested by Parent, that arise in the ordinary course of business of the Company or the Company Subsidiaries; and (iv) promptly notify the Parent of any material developments in any audit or similar proceeding related to the change in any Utility Subsidiaries’ tax accounting method related to costs to repair and maintain utility assets; provided, however, that the Company shall not be required to prepare (or to cause any filings under Company Subsidiary to) afford such access or furnish such information to the Securities extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law) (provided that the Exchange ActCompany shall use its reasonable best efforts to (a) allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such third party to provide access to or disclosure of such information with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company with respect to clauses (A), (B) or (C) of this proviso); it being understood and agreed that the Company shall advise Parent in such circumstances that it is unable to comply with Parent’s reasonable requests for information as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to generally describe the types of information being withheld. No investigation conducted access, review or notice pursuant to this Section 6.1(b) 5.3 shall affect or be deemed to modify or limit have any effect for the purpose of determining the accuracy of any representation or warranty made in this Agreement. Such access shall afford given by any of the Company parties hereto to any of the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyother parties hereto. (cb) With respect to the data and information disclosed pursuant to this Section 6.15.3(a), the parties Parent shall comply with, and shall cause their respective Representatives to comply with, their with all of its obligations under the letter agreementConfidentiality Agreement dated September 16, dated as of May 6, 2005, 2013 between AMCE the Company and Loews Parent (the “Confidentiality Agreement”). Notwithstanding the foregoing or anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding contrary in the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Confidentiality Agreement, the parties acknowledge and agree that nothing in the Confidentiality Agreement shall be construed to prevent Parent from making a request for reaffirmation of the Company Board Recommendation pursuant to Section 5.4(d) hereof or engaging in confidential negotiations with the Company (including proposing changes to this Agreement) pursuant to and in accordance with Sections 5.4(e), and 5.4(f) hereof. The Company acknowledges and agrees that the immediately preceding sentence shall not constitute or be required to provide deemed a request from Parent that the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case Company waive or amend the Laws governing information sharing applicable to such disputes shall govern)provisions of paragraph 6 of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From The Company will afford to VIALOG and the date Representatives of this Agreement VIALOG full access during normal business hours throughout the period prior to the Effective TimeTime to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company shall, and shall cause each or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause each the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company JVs to hold, in strict confidence all non-public documents and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents information furnished (collectively, “Representatives”whether prior or subsequent hereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available VIALOG or to the Company, as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to prepare any required fillings under be disclosed. In the Securities Act or event that this Agreement is terminated in accordance with its terms, VIALOG and the Exchange Act. No investigation conducted Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date other provision of this Agreement to or otherwise in connection with the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Merger and the Parent Subsidiaries Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly independent counsel for such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparty. (c) With respect to The Company and VIALOG acknowledge that the data Company and information disclosed pursuant to this Section 6.1VIALOG executed a Confidential Disclosure Agreement dated May 10, 1996, and a Second Confidential Disclosure Agreement dated May 31, 1996, (collectively, the parties shall comply with"Confidentiality Letter"), which separately and shall cause their respective Representatives to comply with, their obligations under as incorporated in this Agreement will remain in full force and effect after and notwithstanding the letter agreement, dated as execution and delivery of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to any and all persons, without limitation of any kindSection 6.1(a), the tax treatment and tax structure Confidentiality Letter or otherwise will be subject to the provisions of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesConfidentiality Letter. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)parties.

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

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

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

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

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

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

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

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the The Company shall, and shall cause each of the Company its Subsidiaries to, afford to Parent and use commercially reasonable efforts to cause each of the Company JVs and each of their respective Parent’s officers, directorsemployees, employeesinvestment bankers, attorneys, accountants, advisorsauditors, consultants and other representatives and agents (collectivelyadvisors access upon reasonable advance notice, “Representatives”) to, (i) provide during normal business hours in a manner as to Parent and its Representatives access at reasonable times upon prior notice to not unreasonably interfere with the officers, employees, agents, properties, offices and other facilities (including each theatre premises) conduct of business of the Company and its Subsidiaries during the period prior to the earlier of the Effective Time or the termination of this Agreement to their respective properties, assets, books, records, Contracts, Permits, documents, information, auditors, auditor’s work papers, directors, officers and employees. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries andshall be required to provide access to or disclose information where the Company reasonably determines (upon the advice of outside counsel) that such access or disclosure could jeopardize the attorney‑client privilege of the Company or any of its Subsidiaries or conflict with or violate any applicable Law or any Contract, including any confidentiality obligations contained therein, to the extent available to the Company, which the Company JVsor any of its Subsidiaries is a party; provided, and that the Company shall use its reasonable best efforts (i) to the books and records thereof, and allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (ii) subject to applicable Laws relating develop an alternative to the exchange of information, furnish promptly providing such information concerning the business, properties, Contracts, assets, liabilities, personnel so as to address such matters that is reasonably acceptable to Parent and other aspects of itself and its Subsidiaries and, to the extent available to the Company. Except as required by any applicable Law or Order, Parent shall treat and shall direct its representatives to treat, all information received from the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a6.02(a) shall affect or be deemed to modify or limit any representation or warranty made confidential in this accordance with the Confidentiality Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From Subject to applicable Law, the date of this Agreement to the Effective Time, Company and Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives Subsidiaries to, (i) provide use reasonable best efforts to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates cooperate with respect to transition and integration planning matters in connection with the Merger and the other transactions contemplated by this AgreementAgreement in order to minimize the disruption to, and preserve the value of, the parties shall not be required to provide business of the access Surviving Corporation and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)its Subsidiaries.

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

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

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement Agreement, subject to compliance with applicable Law and the Effective Timeterms of any existing Contracts, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, Company Employees, independent auditors, advisers and agents to afford to the Purchaser Parties and to their officers, employees, attorneysagents and representatives such access as the Purchaser Parties may reasonably require at all reasonable times, accountantsincluding for the purpose of facilitating integration business planning, advisorsreviewing the Company’s cash management policy and internal financing policies and evaluating any Pre-Acquisition Reorganization, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the their officers, employees, agents, properties, offices and other facilities (including each theatre premises) of books, records, the Company Assets and the Company Subsidiaries andContracts, to the extent and shall make available to the Company, Purchaser Parties all data and information as the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives Purchaser Parties may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No provided that no investigation conducted pursuant to this Section 6.1(a) 7.7 shall affect or be deemed to modify or limit any representation or warranty made in this Agreementby the Company herein. Such access shall afford Parent Without limiting the opportunityforegoing and subject to compliance with applicable Law and the terms of any existing Contracts: (i) the Purchaser Parties and their representatives shall, outside upon reasonable prior notice, have the right to conduct inspections of each of the Company’s normal hours properties; (ii) the Company shall, upon either of operationthe Purchaser Party’s request, facilitate discussions between the Purchaser Parties and any third party from whom consent may be required; and (iii) the Company and the Purchaser Parties shall form a committee comprised of appropriate senior officers that shall meet on a regular basis for the purpose of integration business planning, with mechanisms in place to conduct visual inspections, take measurements, make surveys ensure that all pre-closing activities of the Company and perform any standard “phase I” environmental inspections deemed desirable by Parentthe Purchaser Parties continue to be conducted independently. (b) From the date of this Agreement The Company shall provide information and reasonable assistance to the Effective Time, Parent shall, and shall cause each Purchaser Parties in implementing a communications plan of the Parent Subsidiaries Purchaser in respect of Company Employees. The Purchaser Parties shall consult with and each consider the reasonable comments of their respective Representatives to, (i) provide the Company in connection with the implementation of such plan. The Company shall coordinate reasonable access to the Company Employees, from time to time, as reasonably requested by the Purchaser Parties and its Representatives access at reasonable times upon prior notice may attend and participate in any discussions or presentations in connection therewith. (c) The Company shall consult with the Purchaser Parties in the implementation of a retention program to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and provide incentive to the books and records thereof, and (ii) subject certain Company Employees to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by remain employed with the Company. (cd) With The Parties shall cooperate in respect to of Information Technology matters for integration business planning purposes, including (i) the data and collection of all relevant information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure respect of the transactions contemplated herein and all tax strategies Company’s Information Technology systems, (ii) the identification of Contracts relating to Information Technology and (iii) the transactions, as well as all materials implementation of any kind (including opinions or other tax analyses) that are provided security measures to such Party relating to such tax treatment, tax structure prevent leaks and tax strategies. (d) Notwithstanding preserve and protect against the foregoing provisions, or any other provisions loss of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to historical records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)back-ups.

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

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

Access to Information; Confidentiality. (a) From The Company will afford to VIALOG and the date Representatives of this Agreement VIALOG full access during normal business hours throughout the period prior to the Effective TimeTime to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company shall, and shall cause each or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause each the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company JVs to hold, in strict confidence all non-public documents and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents information furnished (collectively, “Representatives”whether prior or subsequent hereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available VIALOG or to the Company, as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to prepare any required fillings under be disclosed. In the Securities Act or event that this Agreement is terminated in accordance with its terms, VIALOG and the Exchange Act. No investigation conducted Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date other provision of this Agreement to or otherwise in connection with the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Merger and the Parent Subsidiaries Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly independent counsel for such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparty. (c) With respect to The Company and VIALOG acknowledge that the data Company and information disclosed pursuant to this Section 6.1VIALOG executed a Confidential Disclosure Agreement dated May 10, 1996, and a Second Confidential Disclosure Agreement dated May 31, 1996, (collectively, the parties shall comply with"Confidentiality Letter"), which separately and shall cause their respective Representatives to comply with, their obligations under as incorporated in this Agreement will remain in full force and effect after and notwithstanding the letter agreement, dated as execution and delivery of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to any and all persons, without limitation of any kindSection 6.1(a), the tax treatment and tax structure Confidentiality Letter or otherwise will be subject to the provisions of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesConfidentiality Letter. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)parties.

Access to Information; Confidentiality. (a) From The Company will afford to VIALOG and the date Representatives of this Agreement VIALOG full access during normal business hours throughout the period prior to the Effective TimeTime to all of its (and its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company shall, and shall cause each or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause each the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company JVs to hold, in strict confidence all non-public documents and each of their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents information furnished (collectively, “Representatives”whether prior or subsequent hereto) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available VIALOG or to the Company, as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company JVs, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and its Representatives may reasonably request, including without limitation, disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law to prepare any required fillings under be disclosed. In the Securities Act or event that this Agreement is terminated in accordance with its terms, VIALOG and the Exchange Act. No investigation conducted Company will each promptly redeliver all non-public written material provided pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date other provision of this Agreement to or otherwise in connection with the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent Asset Purchase and the Parent Subsidiaries Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly independent counsel for such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Companyparty. (c) With respect to The Company and VIALOG acknowledge that the data Company and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, VIALOG executed a Second Confidential Disclosure Agreement dated as of May 6June 30, 2005, between AMCE and Loews 1996 (the “"Confidentiality Agreement”Letter"). Notwithstanding anything else contained , which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, each Party hereto (and each Representative of such Party) may disclose that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to any and all persons, without limitation of any kindSection 6.1(a), the tax treatment and tax structure Confidentiality Letter or otherwise will be subject to the provisions of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategiesConfidentiality Letter. (d) Notwithstanding the foregoing provisions, No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any other provisions condition to the obligations of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)parties.

Access to Information; Confidentiality. (a) From The Company and Merger Sub shall comply with, and shall cause their respective Representatives (as defined below) to comply with, to the extent permitted by applicable Law, all of their respective obligations under the Confidentiality Agreement dated November 6, 1998 (the "CONFIDENTIALITY AGREEMENT") between the Company and Merger Sub. Notwithstanding the Confidentiality Agreement, the Company acknowledges that Merger Sub may cause an information memorandum to be prepared and used in connection with the consummation of the financing of the Transactions; PROVIDED, that any recipient of such information memorandum shall be subject to customary confidentiality requirements. (b) Subject to the Confidentiality Agreement, from the date of this Agreement hereof to the Effective Time, the Company shall, shall (and shall cause each of the Company Subsidiaries its subsidiaries to) provide to Merger Sub (and use commercially reasonable efforts to cause each of the Company JVs and each of their respective its officers, directors, employees, attorneys, accountants, advisorsconsultants, representatives legal counsel, agents and agents (other representatives, collectively, “Representatives”"REPRESENTATIVES") access to all information and documents which Merger Sub may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company or its subsidiaries. (c) From the date hereof to the Effective Time, the Company shall (and shall cause each of its subsidiaries to, ): (i) provide to Parent Merger Sub and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, its subsidiaries and to the books and records thereof, thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contractscontracts, assets, liabilities, personnel and other aspects of itself the Company and its Subsidiaries and, to the extent available to the Company, the Company JVs, subsidiaries as Parent and Merger Sub or its Representatives may reasonably request, including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding No investigation by Merger Sub, whether prior to the foregoing provisions, or any other provisions execution of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect pursuant to this AgreementSection 7.04, shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)hereto.

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

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

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeClosing or the termination of this Agreement in accordance with the terms set forth in Article VIII, the Company shall, and shall cause each its Subsidiaries to, afford to Buyer and Buyer's Representatives access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities (including each theatre premises) and to all books, records, customer accounts, contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Buyer such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries and, as Buyer may reasonably request from time to the extent available to the Company, time. Neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any required fillings under Law (it being agreed that the Securities Act parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or the Exchange Actcontravention). No investigation conducted shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Buyer pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From Buyer hereby agrees that any and all information furnished to Buyer, its Affiliates or their respective Representatives by the Company, its Affiliates or their respective Representatives, whether before or after the date of this Agreement to the Effective TimeAgreement, Parent shalltogether with any reports, analyses, compilations, memoranda, notes and shall cause each of the Parent Subsidiaries and each of any other writings prepared by Buyer, its Affiliates or their respective Representatives towhich contain, reflect or are based upon such information (collectively, the “Confidential Information”), will be kept confidential and shall not be disclosed and shall not be used by Buyer, its Affiliates or their respective Representatives for any purpose other than evaluating the transactions contemplated by this Agreement. The Confidential Information includes not only written information, but information transferred orally, visually, electronically, or by any other means. The term “Confidential Information” shall not include any information which: (i) provide is or becomes generally available to the Company and public other than as a result of any breach of this Agreement by Buyer, its Representatives access at reasonable times upon prior notice to the officersAffiliates or their respective Representatives, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject become available to applicable Laws relating to Buyer on a non-confidential basis from a source (other than the exchange Company, any of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and or their respective Representatives) which has represented to us that such source is entitled to disclose it, or (iii) were known to Buyer on a non-confidential basis prior to its Representatives may reasonably request, including without limitation, such information as may be required disclosure to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable you by the Company. (c) With respect to , its Affiliates or their respective Representatives. In the data and information disclosed pursuant to this Section 6.1event that Buyer, the parties shall comply with, and shall cause its Affiliates or their respective Representatives are required to comply withdisclose any Confidential Information in connection with any judicial or administrative proceedings (by oral questions, their obligations under interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) Buyer shall in advance of such disclosure provide the letter agreement, dated as Company with prompt notice of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”such requirement(s). Notwithstanding anything else contained Buyer shall, to the extent legally permissible, provide the Company, in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation advance of any kindsuch disclosure, with copies of any Confidential Information Buyer intends to disclose (and, if applicable, the tax treatment and tax structure text of the transactions contemplated herein disclosure language itself) and all tax strategies relating to cooperate with the Company to the transactionsextent it may seek to limit such disclosure. If, in the absence of a protective order or the receipt of a waiver from the Company after a request in writing therefor is made by Buyer (such request to be made as well soon as all materials practicable to allow the Company a reasonable amount of any kind (including opinions or other tax analyses) that are provided time to such Party relating to such tax treatmentrespond thereto), tax structure and tax strategies. (d) Notwithstanding the foregoing provisionsBuyer, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement its Affiliates or their respective Affiliates with respect to this Agreement, the parties shall not be Representatives are legally required to provide disclose Confidential Information to any tribunal or in order to comply with the access and federal securities laws, Buyer may disclose such information otherwise required hereby without liability hereunder. This Section 6.04(b) shall survive the termination of this Agreement in accordance with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)terms set forth herein.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeClosing or the termination of this Agreement in accordance with the terms set forth in Article VIII, the Company shall, and shall cause each its Subsidiaries to, afford to Buyer and Buyer’s Representatives access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officersor any Subsidiary thereof, directors, employees, attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, accountants, agents, properties, offices and other facilities (including each theatre premises) and to all books, records, customer accounts, contracts and other assets of the Company and its Subsidiaries, and the Company Subsidiaries and, to the extent available to the Company, the Company JVsshall, and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of informationshall cause its Subsidiaries to, furnish promptly to Buyer such other information concerning the business, properties, Contracts, assets, liabilities, personnel business and other aspects properties of itself the Company and its Subsidiaries and, as Buyer may reasonably request from time to the extent available to the Company, time. Neither the Company JVs, as Parent and nor any of its Representatives may reasonably request, including without limitation, such information as may Subsidiaries shall be required to prepare provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any required fillings under Law (it being agreed that the Securities Act parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or the Exchange Actcontravention). No investigation conducted shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Buyer pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. (b) From Buyer hereby agrees that any and all information furnished to Buyer, its Affiliates or their respective Representatives by the Company, its Affiliates or their respective Representatives, whether before or after the date of this Agreement to the Effective TimeAgreement, Parent shalltogether with any reports, analyses, compilations, memoranda, notes and shall cause each of the Parent Subsidiaries and each of any other writings prepared by Buyer, its Affiliates or their respective Representatives towhich contain, reflect or are based upon such information (collectively, the “Confidential Information”), will be kept confidential and shall not be disclosed and shall not be used by Buyer, its Affiliates or their respective Representatives for any purpose other than evaluating the transactions contemplated by this Agreement. The Confidential Information includes not only written information, but information transferred orally, visually, electronically, or by any other means. The term “Confidential Information” shall not include any information which: (i) provide is or becomes generally available to the Company and public other than as a result of any breach of this Agreement by Buyer, its Representatives access at reasonable times upon prior notice to the officersAffiliates or their respective Representatives, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject become available to applicable Laws relating to Buyer on a non-confidential basis from a source (other than the exchange Company, any of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and or their respective Representatives) which has represented to us that such source is entitled to disclose it, or (iii) were known to Buyer on a non-confidential basis prior to its Representatives may reasonably request, including without limitation, such information as may be required disclosure to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable you by the Company. (c) With respect to , its Affiliates or their respective Representatives. In the data and information disclosed pursuant to this Section 6.1event that Buyer, the parties shall comply with, and shall cause its Affiliates or their respective Representatives are required to comply withdisclose any Confidential Information in connection with any judicial or administrative proceedings (by oral questions, their obligations under interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) Buyer shall in advance of such disclosure provide the letter agreement, dated as Company with prompt notice of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”such requirement(s). Notwithstanding anything else contained Buyer shall, to the extent legally permissible, provide the Company, in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation advance of any kindsuch disclosure, with copies of any Confidential Information Buyer intends to disclose (and, if applicable, the tax treatment and tax structure text of the transactions contemplated herein disclosure language itself) and all tax strategies relating to cooperate with the Company to the transactionsextent it may seek to limit such disclosure. If, in the absence of a protective order or the receipt of a waiver from the Company after a request in writing therefor is made by Buyer (such request to be made as well soon as all materials practicable to allow the Company a reasonable amount of any kind (including opinions or other tax analyses) that are provided time to such Party relating to such tax treatmentrespond thereto), tax structure and tax strategies. (d) Notwithstanding the foregoing provisionsBuyer, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement its Affiliates or their respective Affiliates with respect to this Agreement, the parties shall not be Representatives are legally required to provide disclose Confidential Information to any tribunal or in order to comply with the access and federal securities laws, Buyer may disclose such information otherwise required hereby without liability hereunder. This Section 6.04(b) shall survive the termination of this Agreement in accordance with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern)terms set forth herein.

Access to Information; Confidentiality. (a) From During the date of this Agreement to the Effective TimePre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Company Subsidiaries Representatives”) to, at Parent’s sole expense, (i) provide to Parent, Merger Sub and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, attorneysaccountants, accountantsconsultants, legal counsel, advisors, agents and other representatives and agents (collectively, the “Parent Representatives”) toand, (i) provide subject to Parent and its Representatives access Section 4.17, Debt Financing sources reasonable access, at reasonable times during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company), upon reasonable prior notice to the Company, to the officers, employeesadvisors, agents, Contracts, properties, offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVsits Subsidiaries, and to the books and records thereofthereof (including Tax Returns, but excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws and anything that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 4.4, to any Acquisition Proposal), and, with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and its Subsidiaries and (ii) subject to applicable Laws relating to the exchange of information, furnish as promptly as reasonably practicable such information concerning the business, properties, Contracts, assets, liabilitiesLiabilities, personnel and other aspects of itself the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that (A) none of the Company, any of its Subsidiaries or any Company Representative shall be required to provide access to or to disclose information where such access or disclosure would (x) contravene any applicable Law, Order or Contract of the Company or any of its Subsidiaries (so long as, with respect to Contracts, the Company has used reasonable best efforts to obtain the consent of relevant third parties necessary to permit such access or disclosure) or, if determined the Company in good faith after consulting with counsel, result in antitrust risk for the Company, (y) reasonably be expected to violate or result in a loss or waiver of any attorney-client, legal or work product privilege of the Company or any of its Subsidiaries (provided, that the Company or applicable Subsidiary will enter into a joint defense agreement with Parent if requested with respect to any such information) or (z) expose the Company to risk of liability for disclosure of sensitive or Personal Information; provided that in any such instance, the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or in part, to the extent available and in a manner that would not result in any of the outcomes described in the foregoing clauses (x), (y) and (z), and (B) the Company shall not be required to afford access or furnish information to the extent such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (x) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company JVswith, as Parent and its Representatives may reasonably requestany other Person, including without limitation, such information as may be required to prepare (y) any required fillings under the Securities Act Acquisition Proposal or the Exchange Act(z) any Intervening Event. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford Parent the opportunity, outside Table of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by Parent. Contents (b) From Parent, Merger Sub and the date Company, and each of this Agreement to the Effective Time, Parent their respective Subsidiaries and Affiliates shall, and shall cause each the Parent Representatives or Company Representatives, as applicable, to keep all information received pursuant to this Section 4.2 or otherwise in connection with the Transactions (including information received prior to the Agreement Date) confidential to the extent such information would constitute Confidential Information as defined in the Confidentiality Agreement, and use such information solely in connection with the implementation of the Parent Subsidiaries Transactions or as otherwise permitted by the Confidentiality Agreement. Notwithstanding the foregoing, Parent, Merger Sub and the Company, and each of their respective Representatives toSubsidiaries and Affiliates, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries Representatives or Company Representatives, as applicable, shall be permitted to disclose all or any part of such information in the same manner and to the books and records thereof, and (ii) subject same extent that Confidential Information as defined in the Confidentiality Agreement is permitted to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, paragraph 5 of the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies. (d) Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with respect to this Agreement, the parties shall not be required to provide the access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern).