Common use of Portfolio Company Information Clause in Contracts

Portfolio Company Information. Except as otherwise provided in the shareholders agreement between Holdco and its shareholders, For so long as BCP directly or indirectly owns equity in Holdco or the Company and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate (i) Blackstone’s compliance with legal and regulatory requirements applicable to the beneficial ownership by BCP and its affiliates of equity securities of Holdco or the Company, and (ii) BMP’s oversight of BCP’s investment in Holdco and the Company, each of Holdco and the Company agrees promptly to provide each of BCP and BMP with such information concerning it, including its finances and operations, as BMP or BCP may from time to time request. In furtherance of the foregoing, the each of Holdco and the Company agrees to provide each of BCP and BMP, in addition to other information that might be requested by BCP or BMP from time to time, (i) direct access to the its auditors and officers, (ii) the ability to link Blackstone’s systems into the its general ledger and other systems in order to enable BCP and BMP to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by BMP, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the it and its subsidiaries and inspect the books and records of the it and its subsidiaries, (v) copies of all materials provided to the its board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of the it, (vi) access to appropriate officers and directors of Holdco and the Company at such times as may be requested by BCP or BMP, as the case may be, for consultation with each of BCP and BMP with respect to matters relating to the business and affairs of Holdco, the Company and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or by laws of Holdco, the Company or any of their respective subsidiaries, and to provide each of BCP and BMP, respectively, with the right to consult with Holdco, the Company and their respective subsidiaries with respect to such actions, and (viii) flash data, in a format to be prescribed by BMP, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). Holdco and the Company each agrees to consider, in good faith, the recommendations of each of BCP and BMP in connection with the matters on which Holdco or the Company (as the case may be) is consulted as described above. Holdco and the Company each recognizes and confirms that BMP (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Ops Support and any other services contemplated by this Agreement or any other agreement with Holdco and/or the Company without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.

Portfolio Company Information. Except as otherwise provided in the shareholders agreement between Holdco and its shareholders, For so long as BCP BBH directly or indirectly owns equity in Holdco Parent or the Company and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate (i) Blackstone’s compliance with legal and regulatory requirements applicable to the beneficial ownership by BCP BBH and its affiliates of equity securities of Holdco or the Company, and (ii) BMPBBH’s oversight of BCP’s its investment in Holdco and the Company, each of Holdco and the Company agrees promptly to provide each of BCP and BMP BBH with such information concerning itthe Company, including its finances and operations, as BMP or BCP BBH may from time to time request. In furtherance of the foregoing, the each of Holdco and the Company agrees to provide each of BCP and BMPBBH, in addition to other information that might be requested by BCP or BMP BBH from time to time, (i) direct access to the its Company’s auditors and officers, (ii) the ability to link Blackstone’s systems into the its Company’s general ledger and other systems in order to enable BCP and BMP BBH to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by BMPBBH, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the it Company and its subsidiaries and inspect the books and records of the it Company and its subsidiaries, (v) copies of all materials provided to the its Company’s board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of the itCompany, (vi) access to appropriate officers and directors of Holdco Parent and the Company at such times as may be requested by BCP or BMP, as the case may be, BBH for consultation with each of BCP and BMP BBH with respect to matters relating to the business and affairs of HoldcoParent, the Company and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or by laws of HoldcoParent, the Company or any of their respective subsidiaries, and to provide each of BCP and BMP, respectively, BBH with the right to consult with HoldcoParent, the Company and their respective subsidiaries with respect to such actions, and (viii) flash data, in a format to be prescribed by BMPBBH, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). Holdco Parent and the Company each agrees to consider, in good faith, the recommendations of each of BCP and BMP BBH in connection with the matters on which Holdco Parent or the Company (as the case may be) is consulted as described above. Holdco Parent and the Company each recognizes and confirms that BMP BBH (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Ops Support and any other services contemplated by this Agreement or any other agreement with Holdco and/or the Company without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.

Portfolio Company Information. Except as otherwise provided in the shareholders agreement between Holdco and its shareholders, For so long as BCP directly or indirectly owns equity in Holdco or any of the Company Alight Parties and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate (i) Blackstone’s compliance with legal and regulatory requirements applicable to the beneficial ownership by BCP and its affiliates of equity securities of Holdco or the Company, and (ii) BMP’s oversight of BCP’s investment in Holdco and the Company, each of Holdco and the Company agrees promptly to provide each of BCP and BMP with such information concerning itthe Company, including its finances and operations, as BMP or BCP may from time to time request. In furtherance of the foregoing, the each of Holdco and the Company agrees to provide each of BCP and BMP, in addition to other information that might be requested by BCP or BMP from time to time, (i) direct access to the its Company’s auditors and officers, (ii) the ability to link Blackstone’s systems into the its Company’s general ledger and other systems in order to enable BCP and BMP to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by BMP, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the it Company and its subsidiaries and inspect the books and records of the it Company and its subsidiaries, (v) copies of all materials provided to the its Company’s board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of the itCompany, (vi) access to appropriate officers and directors Alight Inc. has requested confidential treatment of Holdco this registration statement and associated correspondence pursuant to Rule 83 of the Company Securities and Exchange Commission. of the Alight Parties at such times as may be requested by BCP or BMP, as the case may be, for consultation with each of BCP and BMP with respect to matters relating to the business and affairs of Holdco, the Company Alight Parties and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or by laws of Holdco, the Company Alight Parties or any of their respective subsidiaries, and to provide each of BCP and BMP, respectively, with the right to consult with Holdco, the Company Alight Parties and their respective subsidiaries with respect to such actions, and (viii) flash data, in a format to be prescribed by BMP, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). Holdco and Each of the Company each Alight Parties agrees to consider, in good faith, the recommendations of each of BCP and BMP in connection with the matters on which Holdco or the Company (as the case may be) such Alight Party is consulted as described above. Holdco and Each of the Company each Alight Parties recognizes and confirms that BMP (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Ops Support and any other services contemplated by this Agreement or any other agreement with Holdco and/or the Company without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.

Portfolio Company Information. Except as otherwise provided in the shareholders agreement between Holdco and its shareholders, For so long as BCP directly or indirectly owns equity in Holdco or any of the Company Parties and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate (i) Blackstone’s compliance with legal and regulatory requirements applicable to the beneficial ownership by BCP and its affiliates of equity securities of Holdco or the Company, and (ii) BMP’s oversight of BCP’s investment in Holdco and the Company, each of Holdco and the Company agrees promptly to provide each of BCP and BMP with such information concerning itthe Company, including its finances and operations, as BMP or BCP may from time to time request. In furtherance of the foregoing, the each of Holdco and the Company agrees to provide each of BCP and BMP, in addition to other information that might be requested by BCP or BMP from time to time, (i) direct access to the its Company’s auditors and officers, (ii) the ability to link Blackstone’s systems into the its Company’s general ledger and other systems in order to enable BCP and BMP to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by BMP, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the it Company and its subsidiaries and inspect the books and records of the it Company and its subsidiaries, (v) copies of all materials provided to the its any Company Parties’ board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of the itCompany, (vi) access to appropriate officers and directors of Holdco and the Company Parties at such times as may be requested by BCP or BMP, as the case may be, for consultation with each of BCP and BMP with respect to matters relating to the business and affairs of Holdco, the Company Parties and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or by laws of Holdco, the Company Parties or any of their respective subsidiaries, and to provide each of BCP and BMP, respectively, with the right to consult with Holdco, the Company Parties and their respective subsidiaries with respect to such actions; provided that, to the extent such information constitutes material non-public information, each of BCP, BMP, the Company Parties and their respective subsidiaries will keep such information confidential, and (viii) flash data, in a format to be prescribed by BMP, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). Holdco and Each of the Company each Parties agrees to consider, in good faith, the recommendations of each of BCP and BMP in connection with the matters on which Holdco or the such Company (as the case may be) Party is consulted as described above. Holdco and Each of the Company each Parties recognizes and confirms that BMP (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Monitoring Services, the Ops Support and any other services contemplated by this Agreement or any other agreement with Holdco and/or the Company without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.

Portfolio Company Information. Except as otherwise provided in the shareholders agreement between Holdco and its shareholders, For so long as BCP directly or indirectly owns equity in Holdco or any of the Company Alight Parties and continues to have a reporting obligation with respect thereto, either to investors or to governmental authorities, in order to facilitate (i) Blackstone’s compliance with legal and regulatory requirements applicable to the beneficial ownership by BCP and its affiliates of equity securities of Holdco or the Company, and (ii) BMP’s oversight of BCP’s investment in Holdco and the Company, each of Holdco and the Company agrees promptly to provide each of BCP and BMP with such information concerning itthe Company, including its finances and operations, as BMP or BCP may from time to time request. In furtherance of the foregoing, the each of Holdco and the Company agrees to provide each of BCP and BMP, in addition to other information that might be requested by BCP or BMP from time to time, (i) direct access to the its Company’s auditors and officers, (ii) the ability to link Blackstone’s systems into the its Company’s general ledger and other systems in order to enable BCP and BMP to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by BMP, to be provided within 30 days after the end of each quarter, (iv) the right to visit and inspect any of the offices and properties of the it Company and its subsidiaries and inspect the books and records of the it Company and its subsidiaries, (v) copies of all materials provided to the its Company’s board of directors (or equivalent governing body) at the same time as provided to the directors (or their equivalent) of the itCompany, (vi) access to appropriate officers and directors of Holdco and the Company Alight Parties at such times as may be requested by BCP or BMP, as the case may be, for consultation with each of BCP and BMP with respect to matters relating to the business and affairs of Holdco, the Company Alight Parties and their respective subsidiaries, (vii) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or by laws of Holdco, the Company Alight Parties or any of their respective subsidiaries, and to provide each of BCP and BMP, respectively, with the right to consult with Holdco, the Company Alight Parties and their respective subsidiaries with respect to such actions, and (viii) flash data, in a format to be prescribed by BMP, to be provided within ten days after the end of each quarter (all such information so furnished, the “Information”). Holdco and Each of the Company each Alight Parties agrees to consider, in good faith, the recommendations of each of BCP and BMP in connection with the matters on which Holdco or the Company (as the case may be) such Alight Party is consulted as described above. Holdco and Each of the Company each Alight Parties recognizes and confirms that BMP (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Ops Support and any other services contemplated by this Agreement or any other agreement with Holdco and/or the Company without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.