Common use of Access and Cooperation Clause in Contracts

Access and Cooperation. (a) During the period from the date of this Agreement until the Closing Date, the Sellers will permit the Buyer and its representatives reasonable access on reasonable notice during normal business hours to the business and operations, properties, personal property, personnel, books and records, contracts and commitments of the Fastener Business, the Fastener Business Assets and the Assumed Fastener Business Liabilities (including the access to customers of the Fastener Business, provided that such access is strictly to facilitate the obtaining of any Government approvals), including the right to make copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Fastener Business to consult as reasonably requested by the Buyer on a regular basis with such representatives of the Buyer and to discuss the ongoing operations of the Fastener Business including with respect to environmental matters. The Parent will promptly notify the Buyer of any significant change in the normal course of the Fastener Business and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by or of any Government entity, or the institution or threat of any significant litigation, in each case involving the Fastener Business, and will keep the Buyer fully informed of such events and permit the Buyer's representatives access to all material prepared in connection therewith. In the event that any record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege, or other legal restriction or privilege, the Sellers and the Buyer will endeavor to find means of disclosing as much information as practicable that is needed by the Buyer to prepare for the transfer of the Fastener Business, but the Sellers will not be obligated to breach such restriction or privilege. All information given or obtained by the Buyer and its representatives pursuant to this Section 5.3 shall be subject to the terms of the Confidentiality Agreement, dated December 17, 2001, between the Buyer and the Parent (the "Confidentiality Agreement"). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses and commitments promptly upon the request of any Seller if for any reason the Closing does not occur and this obligation shall survive the termination of this Agreement. The access provided by the Sellers to the Buyer pursuant to this Section 5.3(a) shall include the right of the Buyer to conduct any environmental investigation that the Buyer deems prudent, provided that the Buyer shall not undertake any environmental testing or sampling prior to the Closing Date. Representatives of the Buyer and the Sellers shall meet prior to the performance of any additional environmental inspection to discuss the schedule and scope of such work.

Access and Cooperation. Seller will and will cause each other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) During the period from the date of this Agreement until the Closing Date, the Sellers will permit the Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, reasonable access on reasonable notice during normal business hours to the business and operationsall key personnel, books, properties, personal property, personnel, books and records, contracts Contracts, documents and commitments data of the Fastener Seller Entities (in each case to the extent relating to the Business, the Fastener Business Assets ) and the Assumed Fastener Business Liabilities Acquired Companies and (including b) furnish Buyer, its Debt Financing Sources, and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under the access supervision of Seller personnel. Until the Closing Date, Seller will also deliver to customers Buyer within thirty (30) days after the end of each calendar quarter a copy of the Fastener Businessinterim, provided that quarterly financial reporting package for such access is strictly to facilitate the obtaining of any Government approvals), including the right to make copies of such Fastener Business Books quarter prepared in a manner and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Fastener Business to consult as reasonably requested by the Buyer on a regular basis containing information consistent with such representatives of the Buyer and to discuss the ongoing operations of the Fastener Business including Seller’s practices with respect to environmental mattersthe Financial Statements and Cree Financial Statements. The Parent will promptly notify No information provided to or obtained by Buyer shall affect any representation or warranty in this Agreement. Notwithstanding anything to the Buyer contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any significant change in the normal course of the Fastener Business information to Buyer, its Debt Financing Sources or its and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by or of any Government entitytheir respective representatives if such disclosure would, or the institution or threat of any significant litigationwould reasonably be expected to, in each case involving in Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including the Fastener Business, and will keep ) if the Buyer fully informed of such events and permit the Buyer's representatives access to all material prepared in connection therewith. In the event that Transactions are not consummated; (y) jeopardize any record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege, or other legal restriction privilege; or privilege(z) contravene any applicable Law or fiduciary duty; provided, the Sellers however, in each case that Seller shall, and the Buyer will endeavor shall cause each of its Affiliates to, use its commercially reasonable efforts to find means of disclosing enable such information to be disclosed, furnished or made available to Buyer, if and as much information as practicable applicable, so that is needed by the Buyer to prepare for the transfer of the Fastener Business, but the Sellers will not be obligated to breach such restriction or privilege. All information given or obtained by the Buyer and the Debt Financing Sources and its and their respective representatives pursuant may have access to this Section 5.3 such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be subject unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement, dated December 17, 2001, between the Buyer and the Parent (the "Confidentiality Agreement"). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses and commitments promptly upon the request of Agreement with respect to any Seller if for any reason the Closing does not occur and this obligation shall survive the termination of this Agreement. The access or information provided by the Sellers to the Buyer pursuant to this Section 5.3(a) shall include the right of the Buyer to conduct any environmental investigation that the Buyer deems prudent, provided that the Buyer shall not undertake any environmental testing 4.4 or sampling prior to the Closing Date. Representatives of the Buyer and the Sellers shall meet prior to the performance of any additional environmental inspection to discuss the schedule and scope of such workotherwise.

Access and Cooperation. (a) During the period from From and after the date of this Agreement until the Closing Date, the Sellers will permit the hereof (i) Buyer and its any other authorized agents and appointed representatives of Buyer shall have reasonable access on reasonable notice during normal business hours to all account records and any and all other documentation relating to the business Accounts, including, without limitation, patient records and operationsinformation, propertiesto the extent permitted by law, personal propertyand all other information and documents relating to the Provider’s financial condition and business, personnel(ii) the Provider shall promptly furnish or cause to be furnished to Buyer all information (including turning over originals or copies of such information) requested by Buyer or any of its agents relating to the Assets and Provider’s financial condition and business, books (iii) the Provider shall provide Buyer with all information, account numbers and records, contracts passwords necessary to allow Buyer to view on the Internet all deposits to and commitments withdrawals from each of the Fastener BusinessProvider’s bank accounts, and (iv) the Fastener Business Assets Provider shall provide Buyer with all information, account numbers and passwords necessary to allow Buyer to view on the Assumed Fastener Business Liabilities Internet all accounts the Provider has with Payors. .All costs, fees and expenses incurred by Buyer in conducting any such review or audit (including “Audit Fees”) shall be paid by Provider to Buyer, upon demand. Provider will give to Buyer and its Processors any information necessary to verify the access to customers eligibility and validity of the Fastener Business, provided that such access is strictly Accounts sold to facilitate the obtaining of any Government approvals), including Buyer. Provider hereby grants to Buyer or its Processor the right to make copies of such Fastener Business Books verify the eligibility and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those validity of the Fastener Business Accounts sold to consult as reasonably requested by the Buyer on a regular basis with such representatives of the Buyer and by contacting any Payor. Further, Provider will instruct Payors to discuss the ongoing operations of the Fastener Business including with respect provide any assistance to environmental matters. The Parent will promptly notify the Buyer of any significant change in the normal course of the Fastener Business and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by or of any Government entity, or the institution or threat of any significant litigation, in each case involving the Fastener Business, and will keep the Buyer fully informed of such events and permit the Buyer's representatives access to all material prepared in connection therewith. In the event that any record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege, or other legal restriction or privilege, the Sellers and the Buyer will endeavor to find means of disclosing as much information as practicable that is needed by the Buyer to prepare for the transfer of the Fastener Business, but the Sellers will not be obligated to breach such restriction or privilege. All information given or obtained by the Buyer and its representatives pursuant Processor to conduct this Section 5.3 process. After the Closing Date for each Purchase the Provider shall be subject continue to cooperate fully with Buyer and Buyer's agents in any and all matters related to any Accounts, including, without limitation, matters relating to the terms collection of any Account. It is further understood and agreed that, to the extent permitted by law, Buyer and its agents shall have the right at any time to communicate with and seek the assistance of Payors, patients, and relatives or guardians of patients of the Confidentiality Agreement, dated December 17, 2001, between Provider for the Buyer purpose of facilitating the servicing and the Parent (the "Confidentiality Agreement"). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses and commitments promptly upon the request of any Seller if for any reason the Closing does not occur and this obligation shall survive the termination of this Agreement. The access provided by the Sellers to the Buyer pursuant to this Section 5.3(a) shall include the right collection of the Buyer to conduct any environmental investigation that the Buyer deems prudent, provided that the Buyer shall not undertake any environmental testing or sampling prior to the Closing Date. Representatives of the Buyer and the Sellers shall meet prior to the performance of any additional environmental inspection to discuss the schedule and scope of such workAccounts.

Access and Cooperation. (a) During the period from the date of this Agreement until the Closing Date, the Sellers will permit the Buyer and its representatives reasonable access on Table of Contents reasonable notice during normal business hours to the business and operations, properties, personal property, personnel, books and records, contracts and commitments of the Fastener Business, the Fastener Business Assets and the Assumed Fastener Business Liabilities (including the access to customers of the Fastener Business, provided that such access is strictly to facilitate the obtaining of any Government approvals), including the right to make copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Fastener Business to consult as reasonably requested by the Buyer on a regular basis with such representatives of the Buyer and to discuss the ongoing operations of the Fastener Business including with respect to environmental matters. The Parent will promptly notify the Buyer of any significant change in the normal course of the Fastener Business and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by or of any Government entity, or the institution or threat of any significant litigation, in each case involving the Fastener Business, and will keep the Buyer fully informed of such events and permit the Buyer's ’s representatives access to all material prepared in connection therewith. In the event that any record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney-–client privilege, or other legal restriction or privilege, the Sellers and the Buyer will endeavor to find means of disclosing as much information as practicable that is needed by the Buyer to prepare for the transfer of the Fastener Business, but the Sellers will not be obligated to breach such restriction or privilege. All information given or obtained by the Buyer and its representatives pursuant to this Section 5.3 shall be subject to the terms of the Confidentiality Agreement, dated December 17, 2001, between the Buyer and the Parent (the "“Confidentiality Agreement"”). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses and commitments promptly upon the request of any Seller if for any reason the Closing does not occur and this obligation shall survive the termination of this Agreement. The access provided by the Sellers to the Buyer pursuant to this Section 5.3(a) shall include the right of the Buyer to conduct any environmental investigation that the Buyer deems prudent, provided that the Buyer shall not undertake any environmental testing or sampling prior to the Closing Date. Representatives of the Buyer and the Sellers shall meet prior to the performance of any additional environmental inspection to discuss the schedule and scope of such work.