Common use of Access to Records and Personnel Clause in Contracts

Access to Records and Personnel. (a) Buyer and Seller shall each make their respective books and records (including work papers in the possession of their respective accountants) available for inspection by the other party, or by its duly accredited representatives, for reasonable business purposes at all reasonable times during normal business hours, for a seven (7) year period after the Closing Date, with respect to all transactions of the Business occurring prior to and those relating to the Closing, the historical financial condition, results of operations and cash flows of the Business, the Assumed Liabilities (including patient records), the Purchased Assets or Transferred Employees. In addition, Buyer shall give reasonable assistance to Seller (for reasonable periods of time), through Buyer's employees, to obtain such access in order for Seller to record entries relating to the closing of Seller's books relating to the Business, to prepare and file Tax returns related to the Business, and to prepare the Closing Balance Sheet. Each party shall provide the other party at least ten (10) days prior written notice before transferring, destroying or discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. In the case of records owned by Seller, such records shall be made available at Seller's executive office, and in the case of records owned by Buyer, such records shall be made available at Buyer's executive office. Upon the request of a party, such records shall be provided electronically at the requesting party's expense, to the extent such records can be provided electronically. As used in this Section 5.17(a), the right of inspection includes the right to make extracts or copies. The representatives of a party inspecting the records of the other party shall be reasonably satisfactory to the other party. In addition, in connection with lawsuits or other proceedings, Seller or Buyer, as the case may be, shall use reasonable efforts to make available at the requesting party's expense, including the per diem employment costs for services so provided, personnel (for reasonable periods of time) of Seller or Buyer, as the case may be, for purposes of depositions and testimony. (b) Each party (the "Employing Party") shall allow certain employees of the Business or Seller to enter into consulting arrangements with the other party (the "Contracting Party") at the reasonable request of the Contracting Party on terms to be negotiated by the Contracting Party and such employees; provided, however that such consulting arrangements shall be subject to the consent of the Employing Party, which shall not be unreasonably withheld; and, provided, further that such consent shall not be deemed unreasonably withheld if such consulting arrangement impedes such employees from fulfilling his or her duties. The responsibility for any obligations or liabilities arising under the consulting arrangements will be the sole responsibility of the Contracting Party and such employees and the Employing Party will have no liability resulting from, or arising under, any consulting arrangement.

Access to Records and Personnel. (a) Buyer and Seller shall each make their respective books and records (including work papers in the possession of their respective accountants) available for inspection by the other party, Prior to or by its duly accredited representatives, for reasonable business purposes at all reasonable times during normal business hours, for a seven (7) year period after the Closing Date, with respect to all transactions of the Business occurring prior to and those relating to the Closing, the historical financial conditionSellers shall deliver to Buyer all Books and Records (as defined below) in their possession or control, results except that the Sellers shall be permitted to retain copies of operations such Books and cash flows of Records to the Businessextent required in connection with their tax returns. Subject to the foregoing, the Assumed Liabilities (including patient records), the Purchased Assets or Transferred Employees. In addition, Sellers and Buyer shall give reasonable assistance to Seller (for reasonable periods retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of time), through Buyer's employees, to obtain such access in order for Seller to record entries title and other papers relating to UIC and the closing Business in their possession (the "BOOKS AND RECORDS") for a period of Seller's books relating six years after the Closing Date or for such longer period as may be required by law or any applicable court order; provided, however, that prior to any destruction by or on the Business, to prepare behalf of Buyer or UIC of any Books and file Tax returns Records related to the Businessconduct of the Business prior to the Closing which the Sellers may require in connection with any tax matters, Buyer and UIC shall provide the Sellers a reasonable opportunity to retrieve such Books and Records from UIC or the Buyer and to keep such Books and Records in perpetuity (without payment to UIC or the Buyer); (b) The Sellers and Buyer will allow each other reasonable access to such Books and Records, and to prepare personnel having knowledge of the Closing Balance Sheetwhereabouts and/or contents of such Books and Records, for the preparation of tax returns or the defense of litigation with any third party. Each party shall provide be entitled to recover its out-of-pocket costs (including, without limitation, copying costs) incurred in providing such records and/or personnel to the other party at least ten (10) days prior written notice before transferring, destroying or discarding any parties. The requesting party will hold in confidence all confidential information identified as such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. In the case of records owned by Seller, such records shall be made available at Seller's executive officeby, and in obtained from, the case of records owned by Buyer, such records shall be made available at Buyer's executive office. Upon the request of a disclosing party, such records shall be provided electronically at the requesting party's expenseany of its officers, to the extent such records can be provided electronically. As used in this Section 5.17(a)agents, the right of inspection includes the right to make extracts representatives or copies. The representatives of a party inspecting the records of the other party shall be reasonably satisfactory to the other party. In addition, in connection with lawsuits or other proceedings, Seller or Buyer, as the case may be, shall use reasonable efforts to make available at the requesting party's expense, including the per diem employment costs for services so provided, personnel (for reasonable periods of time) of Seller or Buyer, as the case may be, for purposes of depositions and testimony. (b) Each party (the "Employing Party") shall allow certain employees of the Business or Seller to enter into consulting arrangements with the other party (the "Contracting Party") at the reasonable request of the Contracting Party on terms to be negotiated by the Contracting Party and such employees; provided, however that such consulting arrangements shall be subject to the consent of the Employing Party, which shall not be unreasonably withheld; and, provided, further however, that such consent information which (i) was in the public domain, (ii) was in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees, or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party, shall not be deemed unreasonably withheld if such consulting arrangement impedes such employees from fulfilling his or her duties. The responsibility for any obligations or liabilities arising under the consulting arrangements will to be the sole responsibility of the Contracting Party and such employees and the Employing Party will have no liability resulting from, or arising under, any consulting arrangementconfidential information.

Access to Records and Personnel. (a) Buyer The parties shall, and Seller Buyers shall each make cause the Purchased Entities to, retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the operation of the Business or the Excluded Operations prior to the Closing Date and in their respective books possession (the "Books and records (including work papers in the possession of their respective accountantsRecords") available for inspection by the other party, or by its duly accredited representatives, for reasonable business purposes at all reasonable times during normal business hours, for a seven (7) year years or for such longer ----------------- period after the Closing Date, with respect to all transactions of the Business occurring prior to and those relating to the Closing, the historical financial condition, results of operations and cash flows of the Business, the Assumed Liabilities (including patient records), the Purchased Assets as may be required by law or Transferred Employees. In addition, Buyer shall give reasonable assistance to Seller (for reasonable periods of time), through Buyer's employees, to obtain such access in order for Seller to record entries relating to the closing of Seller's books relating to the Business, to prepare and file Tax returns related to the Business, and to prepare the Closing Balance Sheet. Each party shall provide the other party at least ten (10) days prior written notice before transferring, destroying or discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. In the case of records owned by Seller, such records shall be made available at Seller's executive office, and in the case of records owned by Buyer, such records shall be made available at Buyer's executive office. Upon the request of a party, such records shall be provided electronically at the requesting party's expense, to the extent such records can be provided electronically. As used in this Section 5.17(a), the right of inspection includes the right to make extracts or copies. The representatives of a party inspecting the records of the other party shall be reasonably satisfactory to the other party. In addition, in connection with lawsuits or other proceedings, Seller or Buyer, as the case may be, shall use reasonable efforts to make available at the requesting party's expense, including the per diem employment costs for services so provided, personnel (for reasonable periods of time) of Seller or Buyer, as the case may be, for purposes of depositions and testimonyapplicable court order. (b) Each party To the extent permitted by anti-trust and other applicable laws, the parties shall allow each other, their Affiliates as of the date hereof and any successor to their respective businesses or assets (the "Employing PartyEligible Parties") ---------------- and Buyers shall cause the Purchased Entities to allow certain employees Sellers and their respective Eligible Parties, reasonable access to such Books and Records, and to personnel having knowledge of the Business whereabouts and/or contents of such Books and Records, for purposes of (i) the preparation (and, in the case of tax returns, the examination) of the audited financial statements and tax returns of Sellers and their Eligible Parties, Buyers or Seller the Purchased Entities, (ii) the defense or conduct of litigation (including, without limitation, disputes relating to enter into consulting arrangements with the Fox River Liabilities), (iii) the provision of indemnification pursuant to Section 8 (or the contest of the obligation to provide such indemnification) and (iv) any other matters requested by a party (the "Contracting Party") at the reasonable request of the Contracting Party on terms to be negotiated by the Contracting Party and such employees; provided, however that such consulting arrangements shall be subject to the consent of the Employing party required to provide such Books and Records or personnel). Any such access to and review of the Books and Records shall be permitted and conducted only during normal business hours and upon reasonable notice. Each party shall be entitled to recover its out-of-pocket costs (including, without limitation, copying costs and a reasonable charge for employee time) incurred in providing such Books and Records and/or personnel, except with respect to information provided by the Purchased Entities to Sellers and their Eligible Parties in connection with the preparation of their financial statements or tax returns. The requesting party shall, and Buyers shall cause the Purchased Entities to, hold in confidence all confidential information identified as such by, and obtained after the Closing from, the disclosing party or any of its officers, agents, representatives or employees; provided, however, -------- ------- that information that (i) was in the public domain; (ii) was in fact known to the requesting party prior to disclosure by the disclosing party or its officers, agents, representatives or employees; (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party; or (iv) any Seller, Eligible Party, which shall not Buyer or Purchased Entity is required by law, rule or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing of any tax return or other document required to be unreasonably withheld; andfiled with, providedor as required by, further that such consent any governmental authority, shall not be deemed unreasonably withheld if such consulting arrangement impedes such employees from fulfilling his or her dutiesto be confidential information. The responsibility In addition, the parties agree that confidential information shall not be used for any obligations or liabilities arising under purpose other than the consulting arrangements will be the sole responsibility of the Contracting Party and such employees and the Employing Party will have no liability resulting from, or arising under, any consulting arrangementspecific purpose for which it was supplied.

Access to Records and Personnel. (a) Buyer The parties shall retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and Seller shall each make other papers, including independent accountants' workpapers, relating to the Business or the Assets in their possession (the "Books and Records") for the longer of (i) the period of time set forth in their respective books records retention policies on the Closing Date or (ii) for such longer period as may be required by law or any applicable court order. (b) The parties will allow each other reasonable access to such Books and records Records, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records (including work papers in the possession of their respective accountants) available for inspection by and will instruct such personnel to fully cooperate with the other party) for legitimate business reasons, or by such as the preparation of tax returns, the defense of litigation, the preparation of audited financial statements and in connection with the financing of the transactions contemplated hereby, provided, however, such access shall not interfere with the normal operation of the providing party's business. ▇▇▇▇▇▇ will use its duly accredited representativesreasonable best efforts to cause the independent accountants that issued the reports relating to the 1995, for reasonable business purposes at all reasonable times during normal business hours, for a seven (7) year period after the Closing Date, with respect to all transactions 1996 and 1997 audited Financial Statements of the Business occurring prior to and those consent to BDPH's use of such audited Financial Statements as may be required by applicable law in the disclosure documents relating to the Closing, the historical financial condition, results of operations and cash flows of the Business, the Assumed Liabilities (including patient records), the Purchased Assets financing contemplated by this Agreement or Transferred Employees. In addition, Buyer shall give reasonable assistance to Seller (for reasonable periods of time), through Buyer's employees, to obtain such access in order for Seller to record entries relating to the closing of Seller's books relating to the Business, to prepare and file Tax returns related to the Business, and to prepare the Closing Balance Sheetany subsequent financing involving a public offering. Each party shall provide the other party at least ten be entitled to recover its out-of-pocket costs (10including, without limitation, copying costs and accountants' fees and expenses) days prior written notice before transferring, destroying or discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. In the case of records owned by Seller, incurred in providing such records shall be made available at Seller's executive office, and in the case of records owned by Buyer, such records shall be made available at Buyer's executive office. Upon the request of a party, such records shall be provided electronically at the requesting party's expense, to the extent such records can be provided electronically. As used in this Section 5.17(a), the right of inspection includes the right to make extracts or copies. The representatives of a party inspecting the records of the other party shall be reasonably satisfactory and/or personnel to the other party. In additionThe requesting party will hold in confidence all confidential information identified as such by, in connection with lawsuits and obtained from, the disclosing party, any of its officers, agents, representatives or other proceedings, Seller or Buyer, as the case may be, shall use reasonable efforts to make available at the requesting party's expense, including the per diem employment costs for services so provided, personnel (for reasonable periods of time) of Seller or Buyer, as the case may be, for purposes of depositions and testimony. (b) Each party (the "Employing Party") shall allow certain employees of the Business or Seller to enter into consulting arrangements with the other party (the "Contracting Party") at the reasonable request of the Contracting Party on terms to be negotiated by the Contracting Party and such employees; provided, however that such consulting arrangements shall be subject to the consent of the Employing Party, which shall not be unreasonably withheld; and, provided, further however, that such consent information which was (i) in the public domain; (ii) was in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party, shall not be deemed unreasonably withheld if such consulting arrangement impedes such employees from fulfilling his or her duties. The responsibility for any obligations or liabilities arising under the consulting arrangements will to be the sole responsibility of the Contracting Party and such employees and the Employing Party will have no liability resulting from, or arising under, any consulting arrangementconfidential information.