Common use of Access to Information and Employees Clause in Contracts

Access to Information and Employees. Upon reasonable notice, subject to applicable antitrust and other Laws, the Acquired Targets shall, and shall cause each of the Acquired Subsidiaries to, (i) afford to Buyer and the Representatives of Buyer, reasonable access during normal business hours during the period from the date hereof to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.1, to the Acquired Companies’ existing books and records, properties, businesses, operations and all financial, operating, Tax and other data and information of the Acquired Companies with respect to their respective Businesses as Buyer reasonably requests; provided, however, that any such access shall be conducted at Buyer’s expense, at reasonable times, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to unreasonably interfere with the normal operation of the business of the Acquired Companies; provided, further, that no Phase II environmental reviews or other intrusive environmental studies or tests with respect to the real property subject to the Real Property Leases or Owned Real Property shall be conducted. The Acquired Companies shall reasonably cooperate with Buyer and its Representatives in connection with such access and examination, and Buyer and its Representatives shall reasonably cooperate with the Acquired Companies and use their commercially reasonable efforts to minimize any disruption to the Acquired Companies. Notwithstanding the foregoing provisions of this Section 7.1 or any other provision of this Agreement, (x) none of the Acquired Companies shall be required to provide to Buyer documents that are subject to a confidentiality agreement that has not been duly waived; provided, that the Acquired Companies shall use commercially reasonable efforts to provide extracts or summaries of protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable protection, and (y) all documents or other information subject to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilege, to the extent applicable, and Buyer and the Acquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. Buyer agrees that it will not, and it will cause its Representatives not to, use any information obtained pursuant to this Section 7.1 for any purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement, dated as of September 23, 2021, by and between the Company and Car Wash Partners, Inc. (d/b/a Mister Car Wash), shall apply with respect to information furnished by the Acquired Companies and their Representatives thereunder or hereunder and any other activities contemplated thereby or hereby, until the Closing Date and thereafter to the extent provided therein.

Access to Information and Employees. Upon (a) During the Interim Period, Sellers shall provide Buyer and its Representatives with reasonable notice, subject to applicable antitrust and other Laws, the Acquired Targets shall, and shall cause each of the Acquired Subsidiaries access to, (i) afford to Buyer upon reasonable prior notice and the Representatives of Buyer, reasonable access during normal business hours during and without material interference with the period from business or operations of Sellers and their Representatives (x) the date hereof Acquired Assets, and information relating to the earlier of Business Employees and the Closing Date or the termination of this Agreement pursuant to Section 10.1Assigned Contracts, and all other information relating to the Acquired Companies’ existing books Assets in possession of Sellers and recordstheir Affiliates, propertiesin each case, businesses, operations and all financial, operating, Tax and other data and information of the Acquired Companies with respect to their respective Businesses as reasonably requested by Buyer reasonably requests; provided, however, that any such access shall be conducted at Buyer’s expense, at reasonable times, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to unreasonably interfere with the normal operation of the business of the Acquired Companies; provided, further, that no Phase II environmental reviews or other intrusive environmental studies or tests with respect to the real property subject to the Real Property Leases or Owned Real Property shall be conducted. The Acquired Companies shall reasonably cooperate with Buyer and its Representatives in connection with such access and examinationthe consummation of the transactions contemplated by this Agreement, and (y) Facility Support Employees and Corporate Support Employees for the purpose of interviewing and pre-screening such Facility Support Employees and Corporate Support Employees. Notwithstanding the foregoing, and without limiting the generality of the confidentiality provisions set forth in this Agreement, (1) during the Interim Period, Buyer and its Representatives shall reasonably cooperate with the Acquired Companies and use their commercially reasonable efforts not be permitted to minimize perform any disruption to the Acquired Companies. Notwithstanding the foregoing provisions environmental sampling at any Owned Real Property or Leased Real Property, including sampling of this Section 7.1 soil, groundwater, surface water, building materials, or any other provision of this Agreementair or wastewater emissions, (x2) none of the Acquired Companies Sellers shall not be required to provide any information or access to facilities which a Seller reasonably believes it is prohibited from providing to Buyer documents that are subject by reason of any applicable Law or Permit or which, if provided to Buyer, would constitute a confidentiality agreement that has not been duly waived; waiver by a Seller of the attorney-client privilege in respect of such information (provided, that the Acquired Companies Sellers shall use commercially their reasonable efforts to provide extracts or summaries of protected information or otherwise provide disclose such protected applicable information in a manner that would not jeopardize reasonably be expected to constitute a waiver of attorney-client privilege) and (3) Buyer shall not have access to personnel records of the Sellers or their Affiliates relating to individual performance or evaluation records, medical histories or other information which in Sellers’ good faith opinion would reasonably be expected to subject Sellers or any of their Affiliates to risk of liability. (b) Buyer shall not be permitted during the Interim Period to contact any of a Seller’s vendors, employees (or their applicable protectionunion representatives), customers or suppliers, or any Governmental Entities (except, in accordance with Section 5.1(a), in connection with interviews and prescreening of applicable employees, or Section 5.7, in connection with Consents to be obtained in connection with this Agreement) regarding the operations or legal status of Sellers or their Affiliates or with respect to the transactions contemplated under this Agreement without receiving prior written authorization from Sellers, which such consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer agrees to indemnify and hold harmless the Indemnified Seller Entities from and against any and all Damages incurred by such Indemnified Seller Entities to the extent arising out of any exercise of the access rights under this Section 5.1, including any Claims by any of Buyer’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Sellers’ or their Representatives’ willful misconduct or gross negligence. (d) On or as soon as reasonably practicable after the Closing, Sellers shall deliver to Buyer all the Books and Records (to the extent not already located at the Facilities), except as prohibited by applicable Law. (e) Following the Closing, Sellers shall be entitled to retain copies (at Sellers’ sole cost and expense) of all Books and Records and shall keep such information confidential pursuant to the Post-Closing Confidentiality Agreement. (f) After the Closing, each Party will, and will cause its Representatives to, afford to each other Party and its Affiliates, including their respective Representatives, with reasonable access to all books, records, files and documents to the extent they are related to the Acquired Assets or the Assumed Liabilities, in order to (A) permit each Party and its Affiliates and their respective Representatives to prepare and file their Tax Returns and to prepare for and participate in any investigation with respect thereto and each Party will afford each other Party and such other Party’s Affiliates reasonable assistance in connection therewith, (B) prepare for and participate in any other investigation and defend any Claims relating to or involving Sellers or their Affiliates, including any Excluded Claims Liabilities, (C) discharge its obligations under this Agreement, and (D) comply with financial reporting requirements, and will afford each Seller and its Affiliates reasonable assistance in connection therewith. Each Party (as applicable) will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to the other Party at the other Party’s expense; provided, however, that in the event that Buyer transfers all or a portion of the Acquired Assets or the Assigned Contracts to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereto; provided such third-party transferee expressly assumes in writing the obligations of Buyer under this Section 5.1(f). (g) In addition, on and after the Closing Date, (i) at the reasonable request of either Seller, Buyer shall make available to such requesting Seller, its Affiliates and their respective Representatives, those employees of Buyer or other Persons under its control reasonably requested by such Seller in connection with any Claim (including in connection with any Excluded Claims Liabilities), including to provide testimony, to be deposed, to act as witnesses and to assist counsel, and cause such employees or Persons to assist such requesting Seller, its Affiliates and their respective Representatives; (ii) Sellers shall make available to Buyer, its Affiliates and their respective Representatives, at Buyer’s reasonable request, such employees of Sellers or other Persons under its control reasonably requested by such Buyer in connection with any Claim related to Taxes, including to provide testimony, to be deposed, to act as witnesses and to assist counsel and cause such employees or Persons to assist such requesting Buyer, its Affiliates and their respective Representatives; provided, however, that (x) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of Buyer or Sellers, as applicable, and (y) the requesting Party shall pay and reimburse the Party making such employees available for the out-of-pocket costs reasonably incurred by Buyer in making such employees available to the requesting Party and its Affiliates and their respective Representatives; (iii) Sellers shall promptly provide notice to Buyer of any substantive meetings, discussions or communications with any Governmental Entity and shall promptly deliver to Buyer copies of all documents material correspondence, notices, reports, requests or other information subject communications to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilegefrom any Governmental Entity, to the extent applicablein each case, and Buyer and the Acquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. Buyer agrees that it will not, and it will cause its Representatives not to, use any information obtained pursuant to this Section 7.1 for any purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement, dated as of September 23, 2021, by and between the Company and Car Wash Partners, Inc. (d/b/a Mister Car Wash), shall apply with respect to information furnished any Assumed Claims Liabilities set forth on Schedule 1.1(a); and (iv) Buyer shall promptly provide notice to Sellers of any substantive meetings, discussions or communications with any Governmental Entity and shall promptly deliver to Sellers copies of all material correspondence, notices, reports, requests or other communications to and from any Governmental Entity, in each case, with respect to any Excluded Claims Liabilities set forth on Schedule 1.1(c). (h) Notwithstanding anything in this Agreement to the contrary, Buyer and Sellers agree that the Acquired Assets shall exclude those items listed on Schedule 2.1(b)(xx) (the “Excluded Items”). Sellers shall, prior to the Closing Date, use commercially reasonable efforts to remove or otherwise transfer each Excluded Item from the location at or near the Facilities and in any event shall effect the removal of each Excluded Item no later than 30 days following the Closing Date. Buyer acknowledges that the inability of Sellers to have any Excluded Item removed or otherwise transferred from any Facility for any reason shall not delay Closing and any Excluded Item that Sellers are unable to so remove or otherwise transfer by the Acquired Companies and their Representatives thereunder or hereunder and any other activities contemplated thereby or hereby, until Closing shall be referred to as a “Non-Transferred Excluded Item”. After the Closing Date with respect to each Non-Transferred Excluded Item, Buyer shall permit Sellers, at Sellers’ expense, to remove or transfer such Non-Transferred Excluded Item. Buyer shall, at Sellers’ expense, use commercially reasonable efforts to provide access to each Facility site where any Non-Transferred Excluded Item is located, as reasonably requested by Sellers, in connection with the transfer or removal of any Non-Transferred Excluded Item; provided in each case that Buyer shall have no obligation to make available access without reasonable prior notice, during normal business hours and thereafter subject to compliance with normal security and safety rules applicable to the extent provided thereinapplicable Facility.

Access to Information and Employees. Upon reasonable notice, subject to applicable antitrust and other LawsDuring the Pre-Closing Period, the Acquired Targets shallSeller will provide (or cause to be provided, and shall cause each of the Acquired Subsidiaries to, (ias applicable) afford to Buyer and the Buyer’s authorized agents and Representatives of Buyer, reasonable access at reasonable times during normal business hours during the period from the date hereof to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.1(x) with at least forty-eight hours’ prior written notice, to the Acquired Companies’ existing books and recordsrecords of the Seller and the Acquired Companies and (y) with at least forty-eight hours’ prior written notice (which notice shall describe in sufficient detail the information Buyer and its authorized agents and Representatives are seeking), properties, businesses, operations to the records and all financial, operating, Tax ledgers maintained by GGNSC Administrative Services LLC that specifically relate to onboarding the business and other data and information employees of the Acquired Companies Companies, as well as provide the Buyer with respect such reasonable access to their respective Businesses as Buyer reasonably requests; provided, however, that any such access shall be conducted at Buyer’s expense, at reasonable times, under the supervision of appropriate personnel employees of the Acquired Companies and GGNSC Administrative Services LLC as is reasonably necessary to permit Buyer to obtain the related employee information and “onboard” the employees (i.e., employees, medical directors, volunteers, and other contracted employees) of the Acquired Companies on the Closing Date, which “onboarding” shall include “day one” benefits enrollment, 401(k) plan participation and payroll conversion in and to Amedisys Holding, LLC and any applicable training, communications and information technology/network services related to supporting these “onboarding” activities; provided, that (a) all such a manner as to maintain the confidentiality of this Agreement and the Transactions and access will be coordinated through ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., (b) such access does not to unreasonably interfere with the normal operation of the business of Seller’s, the Acquired Companies; provided’ or GGNSC Administrative Services LLC’s respective businesses and will be subject to the Seller’s reasonable security measures and insurance requirements, further(c) except as reasonably necessary for the “onboarding” process, that no Phase II environmental reviews the Buyer and its authorized agents and Representatives will not contact or other intrusive environmental studies otherwise communicate, directly or tests indirectly, with the employees, customers, or suppliers of the Seller and the Acquired Companies unless, in each instance, approved in advance by the Seller (such approval not to be unreasonably withheld, conditioned or delayed), (d) with respect to GGNSC Administrative Services LLC, if Seller, its Affiliates or its Representatives are able to respond sufficiently within the real property subject prescribed 48-hour notice period to the Real Property Leases or Owned Real Property shall be conducted. The Acquired Companies shall reasonably cooperate with information requests made by Buyer and its Representatives in connection authorized agents and Representatives, then no further access need be granted with respect to such access and examinationrequests, and Buyer (e) nothing herein will require the Seller and its Representatives shall reasonably cooperate with the Acquired Companies and use their commercially reasonable efforts to minimize any disruption furnish to Buyer or provide Buyer with access to information that legal counsel for the Acquired Companies. Notwithstanding the foregoing provisions of this Section 7.1 Seller or any other provision of this Agreement, (x) none of the Acquired Companies shall reasonably conclude would reasonably be required expected to provide give rise to Buyer documents antitrust or competition Law issues or that are subject to a confidentiality agreement that has not been duly waived; provided, that the Acquired Companies shall use commercially reasonable efforts to provide extracts or summaries of protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable protection, and (y) all documents or other information is subject to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilege, to or is the extent applicable, and Buyer and the Acquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. Buyer agrees that it will not, and it will cause its Representatives not to, use subject of any applicable information obtained pursuant to this Section 7.1 for any purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement, dated as of September 23, 2021, by and between the Company and Car Wash Partners, Inc. (d/b/a Mister Car Wash), shall apply with respect to information furnished by the Acquired Companies and their Representatives thereunder privacy or hereunder and any other activities contemplated thereby or hereby, until the Closing Date and thereafter to the extent provided thereinsecurity Laws.