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 IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit Purchaser and the Financing Sources 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 Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the books, assets, properties, Contracts and records of the Acquired Companies and the Business; provided, however, that the foregoing shall not: (1) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would contravene any Legal Requirement (including those relating to data protection or privacy) or Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially reasonable efforts to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or its and their Representatives with (A) any Consolidated Return (or copy thereof), (B) information relating to businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) 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) 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 under this Section 6.2(a) will be subject to the provisions of Section 6.5.

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 IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit Purchaser and the Financing Sources 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 Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the booksemployees, assets, properties, Contracts agents and Representatives of the Acquired Companies and the books and records of the Acquired Companies and those solely relating to the BusinessBusiness and primarily for the purpose of facilitating the consummation of the Transactions; provided, however, that the foregoing shall not: not (1i) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure 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 shall use commercially reasonable efforts protection or would cause significant competitive harm to allow for access to Seller, its Affiliates or their respective businesses if the extent that doing so does Transactions are not result in the loss of any such protectionconsummated, (2ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or its and their Representatives or other representatives with (A) any Consolidated Return (or copy thereof), provided that Seller shall make available to Purchaser upon reasonable request any pro forma financial information in respect of the Acquired Companies reflected in the most recently filed Consolidated Return, and (B) information relating to the businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations evaluations, disciplinary actions or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions histories or (5iv) 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) 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. Any The provision of any information disclosed under 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 Section 6.5the Confidentiality Agreement.

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 IP provide Buyer and its authorized Representatives during 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 Acquired Companies (and to the extent Seller related to the Business, its other Affiliates) to, permit Purchaser and the Financing Sources to have reasonable access, upon reasonable prior notice, during normal business hours Business (in a manner so as to not to unreasonably interfere with the normal business operations of Seller and its Affiliates and in accordance with the reasonable procedures established in good faith by Seller, ). Notwithstanding anything to the bookscontrary set forth in this Agreement, assetsduring the period from the date hereof until the Closing, properties, Contracts and records neither Seller nor any of the Acquired Companies and the Business; provided, however, that the foregoing shall not: (1) require Seller or its Affiliates (including IP Seller and the Acquired CompaniesSeller) to provide access or shall be required to disclose to Buyer or any of its Representatives (i) any information where Seller reasonably believes in good faith that such access or disclosure (A) if doing so would contravene violate any Legal Requirement (including those relating to data protection or privacy) or Contract, fiduciary duty or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially reasonable efforts Law to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller or any of its Affiliates to provide Purchaser, its Affiliates (including Seller) is a party or its and their Representatives with (A) any Consolidated Return (or copy thereof)is subject, (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 Business hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (CD) if Seller reasonably determines that such information should not be disclosed due to its competitively sensitive nature or (ii) any information relating to individual performance Taxes or evaluations 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 medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives similar right regarding Buyer’s satisfaction with any information related of any kind to which Buyer is given access prior to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) 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) 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 under this Section 6.2(a) will be subject to the provisions of Section 6.5Closing Date.

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 IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit each Purchaser and the Financing Sources 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 reasonable procedures established in good faith by Seller, to the books, assetspremises, properties, Contracts 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 records of documents of, or solely to the extent pertaining to, the Acquired Companies or relating to the Business and solely for the Businesspurpose 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: not (1i) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would 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 shall use commercially will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow for access to the extent disclosure of such information in a manner that doing so does would not result in the loss of any such protectioncontravention or waiver, (2ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or Affiliates, its and their Representatives or other representatives with (A) any Consolidated Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies) or copy thereof)predecessors, or any related material or (B) information relating to businesses of Seller or any of its Affiliates other than the Business Business, or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5iv) 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 under this Section 6.2(a) will be subject to the provisions of Section 6.5the 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 IP Seller and the Acquired Companies to, solely for the purpose of assisting Buyer in satisfying the Closing Conditions set forth in Section 11.2 and Section 11.1 and consummating the Closing on the third (3rd) Business Day following satisfaction of such Closing Conditions, and in any case, prior to the third (3rd) Business Day prior to the Outside Date (and to the extent related to the Business, its for no other Affiliates) topurpose), permit Purchaser Buyer and the Financing Sources its Representatives to have reasonable access, subject to applicable Laws and 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 Affiliates the Acquired Companies and in accordance with the reasonable procedures established in good faith by Seller, to the books, assets, properties, Contracts books and records (including financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request) of the Acquired Companies and Companies, to the extent related to the Business; provided, however, that the foregoing shall notnothing in this Section 7.2 shall: (1i) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would contravene any Legal Requirement Law (including those relating to data protection Data Protection Laws), Exigency Measure, Cybersecurity Measure, fiduciary duty or privacy) or the terms of any Contract, would violate any “clean room” or comparable confidentiality procedures, would result in the waiver of any legal privilege or work-product protection, would expose Seller or any of its Affiliates to risk of liability with respect to disclosure of sensitive, confidential or Personal Information or would cause competitive harm to Seller, its Affiliates or their respective businesses if the Transactions are not consummated; provided that Seller shall use commercially reasonable efforts to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3ii) require Seller or any of its Affiliates to provide PurchaserBuyer, its Affiliates or Affiliates, its and their Representatives or other representatives with (A) any Consolidated Return (or copy thereof)) or any books, records, or workpapers relating thereto, (B) any properties, books, records or other information relating to the businesses of Seller or any of its Affiliates other than the Business or Business, (C) any books, records or other information relating to individual performance or evaluations evaluations, disciplinary actions or medical histories, (4D) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereofproperties, including projectionsbooks, financial records or other information related thereto other than projectionsif, financial in the reasonable, good faith judgment of Seller, such materials are requested in furtherance of, or preparation for, a claim, assertion, demand, cause or action, action or assertion of liability against or involving Seller or any of its Affiliates, (E) any books, records, information or other information prepared in communications with respect to bids, the ordinary course identify of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with the Transactions or any transactions comparable to the Transactions or any information or analysis relating to any such communications or communications, (BF) 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, (G) the workpapers of any auditors or accountants of Seller or any of its Affiliates, (H) any books, records, information or other communications in respect of the Spirit/Boeing Merger Agreement or any of the transactions contemplated thereby or (I) any properties, books, records or other information in respect of any consent, approval, authorization, clearance from, or filing, notification or registration with, any Governmental Entity pursuant to Section 7.5; provided that in the case of clause (i), Seller and the Company shall use commercially reasonable efforts to provide an alternative method of disclosure of such information in a manner that would not (in the reasonable judgment of the Company after consultation with counsel) reasonably be likely to contravene such clause (i), or (iii) entitle Buyer, its Affiliates or any of its or their respective Representatives to (A) contact any officer, director, employee, customer, vendor, supplier, landlord, distributor, lender or other Person doing business with any Acquired Company, Seller or any of its Affiliates or access the properties, books or records of any such Person, in each case, without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) other than in the ordinary course of such Person’s business unrelated to the Transactions, or (B) undertake, or permit or cause to be undertaken, any testing, sampling or analysis of environmental media or building materials without Seller’s prior written consent (which consent shall be in Seller’s sole discretion). Any Buyer shall comply, and shall cause its Representatives to comply, with all policies, and safety, health and security rules applicable to any properties of Seller and its Affiliates that are visited. Buyer, its Affiliates and its and their respective Representatives will hold in confidence all information disclosed under obtained in accordance with this Section 6.2(a7.2(a) will be subject to in accordance with the provisions terms of Section 6.5the Non-Disclosure Agreement.