Common use of Governance Information Clause in Contracts

Governance Information. (a) Each Holder agrees that the Company shall be governed in accordance with this Agreement, the certificate of incorporation of the Company and the by-laws of the Company, as well as any policies adopted in accordance with the foregoing, in each case, as each may be amended or supplemented from time in accordance therewith. Each Management Holder hereby agrees to be bound by and to act in accordance with the Policies. (b) In addition to the powers and authorities granted hereunder specifically conferred upon the Board, authority and power to exercise all powers of the Company pursuant to this Agreement or otherwise and do all lawful acts and things as are not by applicable Law, the Company’s organizational documents or this Agreement expressly required to be exercised or done by the Holders or any of them is hereby expressly conferred upon the Board. All determinations by the Board required or permitted pursuant to the terms of this Agreement shall be binding and conclusive, so long as they are made in good faith. (c) The Company shall furnish to the Apollo Group the annual, quarterly and monthly consolidated financial reports of the Company and its Subsidiaries promptly after the preparation thereof. The Company shall permit the Apollo Group and such Persons as it may designate to visit and inspect any of the properties of the Company and its Subsidiaries, examine the Company’s and any of its Subsidiaries’ books and records and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s and any of its Subsidiaries’ officers, employees and public accountants (and the Company, on behalf of itself and each of its Subsidiaries, hereby authorizes such accountants to discuss with such Holder and such designees such affairs, finances and accounts) during normal business hours and upon reasonable notice. The Apollo Group is expressly permitted to share confidential information of the Company and its Subsidiaries with any potential purchaser of its Common Shares or any potential purchaser of the Company; provided that such potential purchaser executes a customary confidentiality agreement with the Apollo Group or the Company in order to preserve the confidentiality of such information.