Access to Books and Records (a) From the date of this Agreement to the Closing Date, Seller shall (and shall cause its Subsidiaries and the Commercial Air Group to), to the extent permitted by applicable Law, afford to the officers, directors, employees, accountants, consultants, financial and legal advisors, and other authorized representatives (collectively, the “Representatives”) of Purchaser reasonable access to the books and records of the members of the Commercial Air Group during normal business hours, upon reasonable notice from Purchaser and in accordance with reasonable procedures established by Seller; provided, however, that (i) Seller shall make available, or cause the members of the Commercial Air Group to make available, Business Employee personnel files only if and when Purchaser provides Seller with notice that the applicable Business Employee has provided Purchaser with a release permitting transfer of those files, and Purchaser shall hold Seller harmless from any Losses arising out of or relating to the transfer of such personnel files; (ii) prior to the Closing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Leased Real Property; and (iii) neither Seller nor any member of the Commercial Air Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would reasonably be likely to violate any obligation of confidentiality to which a Seller or any member of the Commercial Air Group may be subject, jeopardize the attorney-client privilege of such Person or contravene any applicable Laws, provided, however, that if any information is withheld pursuant to this Section 5.1(a)(iii), Seller may only withhold such portion of the information that is reasonably necessary to be withheld in order to preserve such privilege or work product protection or comply with such confidentiality obligations or applicable Laws and shall use commercially reasonable efforts to provide extracts or summaries of any protected information or otherwise provide such protected information, in any case in a manner that would not jeopardize the applicable protection or violate such confidentiality obligation or applicable Law.
