Common use of Pre-Closing Access to Information Clause in Contracts

Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause the Acquired Companies to, permit each Purchaser to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Controlled Affiliates and in accordance with the procedures established by Seller, to the premises, properties, members of the leadership team of the Business (including any personnel that report directly to the leadership team with permission of the leadership team), employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and documents of, or solely to the extent pertaining to, the Acquired Companies or relating to the Business and solely for the purpose of facilitating the consummation of the Transactions or to prepare for the separation of the Businesses from Seller and one another, including in anticipation of the transactions contemplated by the Transition Services Agreement pursuant to Section 6.5(b) hereto; provided, however, that the foregoing shall not (i) require Seller or its Affiliates (including the Acquired Companies) to provide access or to disclose information where such access or disclosure would, upon the advice of counsel, contravene any Legal Requirement (including those relating to data protection or privacy) or the terms of any Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in such contravention or waiver, (ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, (iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliates, its and their Representatives or other representatives with (A) any Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies) or predecessors, or any related material or (B) information relating to businesses of Seller or any of its Affiliates other than the Business, or (iv) require Seller to provide (A) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions or any information or analysis relating to any such communications or (B) except as required by Section 6.10 hereof, financial or operating data or other information that has not previously been prepared by Seller or its Affiliates (including the Acquired Companies), or that is not otherwise prepared in the ordinary course of operating the Business. Any information disclosed will be subject to the provisions of the applicable Confidentiality Agreement.

Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause the Acquired Companies to, permit each Purchaser and Purchaser’s authorized Representatives to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Controlled Affiliates and in accordance with the procedures established by Seller, to the premisesemployees, properties, members agents and Representatives of the leadership team of the Business (including any personnel that report directly to the leadership team with permission of the leadership team), employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and documents of, or solely to the extent pertaining to, the Acquired Companies or and the books and records of the Acquired Companies and those solely relating to the Business and solely primarily for the purpose of facilitating the consummation of the Transactions or to prepare for the separation of the Businesses from Seller and one another, including in anticipation of the transactions contemplated by the Transition Services Agreement pursuant to Section 6.5(b) heretoTransactions; provided, however, that the foregoing shall not (i) require Seller or its Affiliates (including the Acquired Companies) to provide access or to disclose information where such access or disclosure would, upon the advice of counsel, would contravene any Legal Requirement (including those relating to data protection or privacy) ), fiduciary duty or the terms of any Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller will cooperate with Purchaser in seeking and using reasonable best efforts protection or would cause significant competitive harm to secure any consent Seller, its Affiliates or waiver or other arrangement to allow disclosure of such information in a manner that would their respective businesses if the Transactions are not result in such contravention or waiverconsummated, (ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, (iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliates, its Affiliates and their Representatives or other representatives with (A) any Tax Consolidated Return filed by (or copy thereof), provided that Seller or shall make available to Purchaser upon reasonable request any pro forma financial information in respect of its Affiliates (other than the Acquired Companies) or predecessorsCompanies reflected in the most recently filed Consolidated Return, or any related material or and (B) information relating to the businesses of Seller or any of its Affiliates other than the BusinessBusiness or (C) information relating to individual performance evaluations, disciplinary actions or medical histories or (iv) require Seller to provide (A) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions or any information or analysis relating to any such communications or (B) except as required by Section 6.10 hereof, financial or operating data or other information that has not previously been prepared by Seller or its Affiliates (including the Acquired Companies)Affiliates, or that is not otherwise prepared in the ordinary course of operating the Business. The provision of any information pursuant to this Section 6.2(a) shall not expand the remedies available to Purchaser or its Affiliates under this Agreement in any manner. Any information disclosed will be subject to the provisions of the applicable Confidentiality Agreement.

Pre-Closing Access to Information. From the date hereof until the Closing Date, the Company will, and will cause each Subsidiary to, (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shallduring regular business hours, and shall cause the Acquired Companies to, permit each Purchaser to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller give each Series D-1 Purchaser, its counsel, financial advisors, auditors and its Controlled Affiliates and in accordance with the procedures established by Sellerother authorized representatives, full access to the premisesoffices, properties, members books and records of the leadership team of Company and the Business Subsidiaries upon reasonable notice by the Series D-1 Purchasers to Company; (including any personnel that report directly b) furnish to each Series D-1 Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the leadership team with permission of the leadership team)Company or any Subsidiary as such Persons may reasonably request, employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and documents of, or solely except to the extent pertaining tothat furnishing any such information or data would violate any law, the Acquired Companies order, contract or relating license applicable to the Business Company or any Subsidiary or by which any of their respective assets and/or properties is bound; and solely for (c) instruct the purpose of facilitating the consummation of the Transactions or to prepare for the separation of the Businesses from Seller and one anotheremployees, including in anticipation of the transactions contemplated by the Transition Services Agreement pursuant to Section 6.5(b) hereto; provided, however, that the foregoing shall not (i) require Seller or its Affiliates counsel (including the Acquired Companies) Company's outside counsel in the FTC Investigation), auditors and financial advisors of the Company or any Subsidiary to provide access cooperate with each Series D-1 Purchaser in its investigation of the Company and the Subsidiaries. No investigation by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, and no information received by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company hereunder. The rights of the Purchasers under this SECTION 5.07 may be limited by the Company to disclose information where such access or disclosure wouldthe extent that the Company, upon based on the advice of counsel, contravene any Legal Requirement (including those relating to data protection or privacy) or determines in its reasonable judgment that the terms exercise of any Contractsuch rights would have, or would result in reasonably be expected to have, an adverse effect on (i) the waiver of any legal Company's ability to preserve attorney client privilege with respect to matters relating to the FTC Investigation or work-product protection; provided that Seller will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in such contravention or waiver, (ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, (iii) require Seller or any of its Affiliates ability to provide Purchaser, its Affiliates, its and their Representatives or other representatives come to a favorable resolution with (A) any Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies) or predecessors, or any related material or (B) information relating to businesses of Seller or any of its Affiliates other than the Business, or (iv) require Seller to provide (A) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions or any information or analysis relating to any such communications or (B) except as required by Section 6.10 hereof, financial or operating data or other information that has not previously been prepared by Seller or its Affiliates (including the Acquired Companies), or that is not otherwise prepared in the ordinary course of operating the Business. Any information disclosed will be subject to the provisions of the applicable Confidentiality AgreementFTC.

Pre-Closing Access to Information. (a) Until From the earlier of (i) date hereof until the Closing and (ii) Date, the termination of this Agreement pursuant to its terms, Seller Company shall, and shall cause the Acquired Companies each Subsidiary to, permit each Purchaser to have reasonable access(a) during regular business hours, and upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller give each Purchaser, its counsel, financial advisors, auditors and its Controlled Affiliates and in accordance with the procedures established by Sellerother authorized representatives, full access to the premisesoffices, properties, members books and records of the leadership team of Company and the Business Subsidiaries upon reasonable notice by the Purchasers to Company; (including any personnel that report directly b) furnish to each Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the leadership team with permission of the leadership team)Company or any Subsidiary as such Persons may reasonably request, employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and documents of, or solely except to the extent pertaining tothat furnishing any such information or data would violate any law, the Acquired Companies order, contract or relating license applicable to the Business Company or any Subsidiary or by which any of their respective assets and/or properties is bound; and solely for (c) instruct the purpose of facilitating the consummation employees, counsel, auditors and financial advisors of the Transactions Company or any Subsidiary to prepare for the separation cooperate with each Purchaser in its investigation of the Businesses from Seller Company and one another, including in anticipation of the transactions contemplated Subsidiaries. No investigation by the Transition Services Agreement pursuant to Section 6.5(b) hereto; provided, however, that the foregoing shall not (i) require Seller or its Affiliates (including the Acquired Companies) to provide access or to disclose information where such access or disclosure would, upon the advice of counsel, contravene any Legal Requirement (including those relating to data protection or privacy) or the terms of any Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in such contravention or waiver, (ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, (iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliatescounsel, financial advisors, auditors or other authorized representatives or any other Person, and no information received by any Purchaser, its and their Representatives counsel, financial advisors, auditors or other authorized representatives with (A) any Tax Return filed by Seller or any other Person, shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company hereunder. Unless otherwise agreed to in writing by the Company, each Purchaser (for and on behalf of itself and its Affiliates (counsel, financial advisors, auditors and other than authorized representatives) who receives any written proprietary or confidential information or data that is marked as such after the Acquired Companies) or predecessors, or any related material or (B) information relating date hereof and prior to businesses of Seller or any of its Affiliates other than the Business, or (iv) require Seller to provide (A) information Closing Date with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions Company or any information or analysis relating Subsidiary pursuant to any such communications or this Section 5.05 agrees, (Bi) except as required by Section 6.10 hereofapplicable law, to keep such information or data confidential and not to disclose or reveal such information to any Person (other than the Purchaser’s counsel, financial advisors, auditors and other authorized representatives in connection with the transactions contemplated hereby), and (ii) not to use such information or operating data or for any purpose other information than in connection with the Purchaser’s ownership of Company securities and in connection with evaluating the transactions contemplated hereby. In the event that has not previously been prepared by Seller any Purchaser (or its Affiliates (including the Acquired Companies)counsel, financial advisors, auditors and other authorized representatives) is requested, or that required by applicable law, to disclose any proprietary or confidential information or data with respect to the Company or any Subsidiary pursuant to this Section 5.05, such Person will provide the Company with prompt notice of such request or requirement. Notwithstanding the above, the confidentiality and limited use obligations of this Section 5.05 shall not apply to information received pursuant to this Section 5.05 which: (i) is or becomes publicly known other than through a breach of this Section 5.05 by the applicable Purchasers; or (ii) is already known to a Purchaser at the time of disclosure; or (iii) is lawfully received by a Purchaser from a third party who is not otherwise prepared known by such Purchaser to be bound by any confidentiality agreement with the Company with respect to such information; or (iv) is independently developed by employees or agents of a Purchaser or one of its affiliates; or (v) is authorized in writing by the ordinary course of operating Company to be released from the Business. Any information disclosed will be subject to the provisions of the applicable Confidentiality Agreementconfidentiality obligations herein.

Pre-Closing Access to Information. (a) Until From and after the date hereof until the earlier of (i) the Closing and (ii) Date or the termination of this Agreement pursuant to in accordance with its terms, Seller shallupon reasonable notice, and subject to restrictions contained in any confidentiality agreements to which Seller is subject, Seller shall cause the Acquired Companies to, permit each Purchaser to have reasonable access, upon reasonable prior notice, provide Buyer and its authorized Representatives during normal regular business hours reasonable access to all accountants, counsel, financial advisors and other authorized outside representatives, officers, senior management and employees of Seller in their respective principal place of business, the Seller’s books, records, documents, data (including financial and operating data) and other information regarding Seller, and all offices and other facilities of the Seller related to the Business (in a manner so as to not to unreasonably interfere with the normal business operations of Seller and its Controlled Affiliates and in accordance with the procedures established by Seller, ). Notwithstanding anything to the premisescontrary set forth in this Agreement, propertiesduring the period from the date hereof until the Closing, members neither Seller nor any of the leadership team of the Business (including any personnel that report directly to the leadership team with permission of the leadership team), employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and documents of, or solely to the extent pertaining to, the Acquired Companies or relating to the Business and solely for the purpose of facilitating the consummation of the Transactions or to prepare for the separation of the Businesses from Seller and one another, including in anticipation of the transactions contemplated by the Transition Services Agreement pursuant to Section 6.5(b) hereto; provided, however, that the foregoing shall not (i) require Seller or its Affiliates (including the Acquired CompaniesSeller) to provide access or shall be required to disclose information where such access or disclosure would, upon the advice of counsel, contravene any Legal Requirement (including those relating to data protection or privacy) or the terms of any Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in such contravention or waiver, (ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, (iii) require Seller Buyer or any of its Affiliates to provide Purchaser, its Affiliates, its and their Representatives or other representatives with (i) any information (A) if doing so would violate any Tax Return filed by Contract, fiduciary duty or Law to which Seller or any of its Affiliates (other than the Acquired Companiesincluding Seller) is a party or predecessorsis subject, or any related material or (B) information relating if Seller reasonably determined upon the advice of counsel that doing so could result in the loss of the ability to businesses of successfully assert attorney-client and work product privileges, (C) if Seller or any of its Affiliates Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other than the Businesshand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (ivD) require if Seller reasonably determines that such information should not be disclosed due to provide its competitively sensitive nature or (Aii) any information relating to Taxes or Tax Returns other than information relating to Seller. For the avoidance of all doubt, nothing in this Section 6.1(a) shall be deemed to give rise to a contingency, condition or similar right regarding Buyer’s satisfaction with respect to bids, the identity any information of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable kind to which Buyer is given access prior to the Transactions or any information or analysis relating to any such communications or (B) except as required by Section 6.10 hereof, financial or operating data or other information that has not previously been prepared by Seller or its Affiliates (including the Acquired Companies), or that is not otherwise prepared in the ordinary course of operating the Business. Any information disclosed will be subject to the provisions of the applicable Confidentiality AgreementClosing Date.