Common use of Access to Employees Clause in Contracts

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and the Selling Parties shall afford to the other party, its officers, counsel, accountants and other authorized representatives (the "Requesting Party") access to the other party's employees who currently are employed by the Selling Parties without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between the parties to this Agreement. Each party shall use its reasonable efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and Seller (the Selling Parties "REQUESTED PARTY") shall afford to the other partyparty (the "REQUESTING PARTY"), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other partyRequested Party's employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Seller, Buyer or the parties to this AgreementSchool, and (ii) the preparation of the Closing Balance Sheet. Each party shall use its reasonable best efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and Seller (the Selling Parties "Requested Party") shall afford to the other partyparty (the "Requesting Party"), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other partyRequested Party's employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Seller, Buyer or the parties to this AgreementSchools, and (ii) the preparation of the Post-Closing Audit. Each party shall use its reasonable best efforts to cause such employees reasonably to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other partyparty or such employee's duties of employment.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and Sellers (the Selling Parties "REQUESTED PARTY") shall afford to the other partyparty (the "REQUESTING PARTY"), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other partyRequested Party's employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Sellers, Buyer or the parties to this AgreementSchools, and (ii) the preparation of the Post-Closing Audit. Each party shall use its reasonable best efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer Buyer, Sellers and the Selling Parties Company (the "Requested Party") shall afford to the other partyparties hereto (the "Requesting Party"), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other partyRequested Party's employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Sellers, Buyer, the parties Company or the Schools, and (ii) the preparation of the Post-Closing Audit and the Company's student financial aid audit for periods prior to this Agreementthe Closing Date. Each party shall use its reasonable efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer Buyer, Sellers, the Company and MMC (the Selling Parties "Requested Party") shall afford to the other partyparties (the "Requesting Party"), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other partyRequested Party's employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Sellers, Buyer, the parties Company or the Schools, and (ii) the preparation of the Post-Closing Audit and the Company's student financial aid audit for periods prior to this Agreementthe Closing Date. Each party shall use its reasonable best efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and the Selling Parties Seller shall afford to the other party, its officers, counsel, accountants and other authorized representatives (the "Requesting Party") access to the other party's employees who formerly were or currently are employed by Seller, as the Selling Parties case may be, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with any claim, action, litigation, program review, audit litigation or other proceeding involving the Selling PartiesSeller, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between the parties to this AgreementSeller. Each party shall use its reasonable best efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigations and other proceedings, which cooperation shall include, include without limitation, limitation preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and Seller (the Selling Parties “Requested Party”) shall afford to the other partyparty (the “Requesting Party”), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other party's Requested Party’s employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Seller, Buyer or the parties to this AgreementSchool, and (ii) the preparation of the Closing Balance Sheet. Each party shall use its reasonable best efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedingsproceedings and/or the preparation of the Closing Balance Sheet, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I Closing, ------------------- each of Buyer and Seller (the Selling Parties "Requested Party") shall afford to the other partyparty (the "Requesting Party"), its officers, counsel, accountants and other authorized representatives (the "Requesting Party") reasonable access to the other partyRequested Party's employees who formerly were or currently are employed by the Selling Parties Requested Party, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with (i) any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between involving Seller, Buyer or the parties to this AgreementSchools, and (ii) the preparation of the Post-Closing Audit. Each party shall use its reasonable best efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits litigation and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.

Access to Employees. From and after the Tier I ------------------- Closing, ------------------- each of Buyer and the Selling Parties shall afford to the other party, its officers, counsel, accountants and other authorized representatives (the "Requesting Party") access to the other party's employees who currently are employed by the Selling Parties Parties, without cost to the Requesting Party (other than payment of out-of-pocket costs not including personnel costs) and as reasonably required by the Requesting Party in connection with any claim, action, litigation, program review, audit or other proceeding involving the Selling Parties, a School or any other school previously owned or operated by the Selling Parties, except where such claim, action, litigation or other proceeding is between the parties to this Agreement. Each party shall use its reasonable efforts to cause such employees to cooperate with and assist the Requesting Party in its prosecution or defense of such claims, actions, litigations, program reviews, audits and other proceedings, which cooperation shall include, without limitation, preparing and providing written and oral discovery and attending and testifying at depositions, hearings, motions and trials, all as necessary in the reasonable opinion of the Requesting Party or its counsel. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.