Common use of Access and Cooperation Clause in Contracts

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) permit Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, reasonable access during normal business hours to all key personnel, books, properties, records, Contracts, documents and data of the Seller Entities (in each case to the extent relating to the Business) and the Acquired Companies and (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 supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained by Buyer shall affect any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure would, or would reasonably be expected to, in each case in Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; provided, however, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to 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 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 with respect to any access or information provided pursuant to this Section 4.4 or otherwise.

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 all key personnel, booksthe 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, documents Fastener Business Leases and data Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Seller Entities (in each case Fastener Business to consult as reasonably requested by the extent relating to Buyer on a regular basis with such representatives of the Business) and the Acquired Companies and (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 to discuss the ongoing operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices Fastener Business including with respect to environmental matters. The Parent will promptly notify the Financial Statements Buyer of any significant change in the normal course of the Fastener Business and Cree Financial Statements. No information provided to of any complaints, investigations or obtained hearings (or communications indicating that the same may be contemplated) by Buyer shall affect or of any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure wouldGovernment entity, or would reasonably be expected tothe 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 Seller’s sole discretion: (x) cause significant competitive harm connection therewith. In the event that any record or other information requested by the Buyer is subject to Sellera confidentiality agreement with a third party, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any 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 (z) contravene any applicable Law privilege. All information given or fiduciary duty; provided, however, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that obtained by the Buyer and the Debt Financing Sources and its and their respective representatives may have access pursuant to 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 this Section 5.3 shall be subject to the Closing, without the prior written consent of Seller, which shall not be 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 with respect 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 any access or information provided the Buyer pursuant to this Section 4.4 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 otherwisesampling 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 From and will cause each other Seller Entity after the date hereof (in each case, with respect to the Businessi) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources any other authorized agents and their appointed representatives to have, upon reasonable advance notice, to Seller, of Buyer shall have reasonable access during normal business hours to all key personnelaccount records and any and all other documentation relating to the Accounts, booksincluding, propertieswithout limitation, recordspatient records and information, Contracts, documents and data of the Seller Entities (in each case to the extent permitted by law, and all other information and documents relating to the BusinessProvider’s financial condition and business, (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, (iii) the Acquired Companies Provider shall provide Buyer with all information, account numbers and passwords necessary to allow Buyer to view on the Internet all deposits to and withdrawals from each of the Provider’s bank accounts, and (biv) furnish Buyerthe Provider shall provide Buyer with all information, its Debt Financing Sourcesaccount numbers and passwords necessary to allow Buyer to view on the Internet all accounts the Provider has with Payors. .All costs, fees 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 supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained expenses incurred by Buyer shall affect in conducting any representation such review or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller audit (“Audit Fees”) shall be required to disclose any information paid by Provider to Buyer, upon demand. Provider will give to Buyer and its Debt Financing Sources Processors any information necessary to verify the eligibility and validity of the Accounts sold to Buyer. Provider hereby grants to Buyer or its Processor the right to verify the eligibility and their respective representatives if such disclosure wouldvalidity of the Accounts sold to the Buyer by contacting any Payor. Further, or would reasonably be expected toProvider will instruct Payors to provide any assistance to Buyer and its Processor to conduct this process. After the Closing Date for each Purchase the Provider shall continue to cooperate fully with Buyer and Buyer's agents in any and all matters related to any Accounts, in each case in Seller’s sole discretion: (x) cause significant competitive harm including, without limitation, matters relating to Sellerthe collection of any Account. It is further understood and agreed that, to the extent permitted by law, Buyer and its Affiliates or their respective businesses (including agents shall have the Business) if right at any time to communicate with and seek the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; providedassistance of Payors, however, in each case that Seller shallpatients, and shall cause each relatives or guardians of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to 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 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 patients of the Real Property. Buyer shall, Provider for the purpose of facilitating the servicing and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms collection of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.4 or otherwiseAccounts.

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 Table of Contents reasonable notice during normal business hours to all key personnel, booksthe 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, documents Fastener Business Leases and data Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Seller Entities (in each case Fastener Business to consult as reasonably requested by the extent relating to Buyer on a regular basis with such representatives of the Business) and the Acquired Companies and (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 to discuss the ongoing operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices Fastener Business including with respect to environmental matters. The Parent will promptly notify the Financial Statements Buyer of any significant change in the normal course of the Fastener Business and Cree Financial Statements. No information provided to of any complaints, investigations or obtained hearings (or communications indicating that the same may be contemplated) by Buyer shall affect or of any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure wouldGovernment entity, or would reasonably be expected tothe 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 Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including connection therewith. In the Business) if the Transactions are not consummated; (y) jeopardize event that any attorney-client record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney–client privilege; , or (z) contravene any applicable Law other legal restriction or fiduciary duty; providedprivilege, howeverthe 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, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts but the Sellers will not be obligated to enable breach such restriction or privilege. All information to be disclosed, furnished given or made available to Buyer, if and as applicable, so that obtained by the Buyer and the Debt Financing Sources and its and their respective representatives may have access pursuant to 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 this Section 5.3 shall be subject to the Closing, without the prior written consent of Seller, which shall not be 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 with respect 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 any access or information provided the Buyer pursuant to this Section 4.4 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 otherwisesampling 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.