Common use of Access and Records Clause in Contracts

Access and Records. Subject to applicable Law, upon reasonable notice, the Debtor shall (and shall cause its Subsidiaries to) afford Parent’s officers, directors, employees, agents, counsel, accountants, investment bankers, financing sources and other authorized representatives (together, “Representatives”) reasonable access, during normal business hours throughout the period prior to the Closing Date, to its employees, properties, books, contracts and records, and, upon Parent’s written request, will use reasonable efforts to provide Parent with access to suppliers, creditors and third parties with whom the Debtor or its Subsidiaries does business or by whom there have been asserted any claim, and, during such period, the Debtor shall (and shall cause its Subsidiaries to) use its reasonable best efforts to furnish promptly to Parent all information concerning its business, properties, personnel, suppliers, creditors and third parties with whom the Debtor or its Subsidiaries does business as may reasonably be requested, provided that no investigation pursuant to this Section 4.3 shall affect or be deemed to modify any representation or warranty made by the Debtor herein, and provided, further, that the foregoing shall not require the Debtor (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Debtor would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Debtor shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Debtor or any of its Subsidiaries. The Debtor shall continue to deliver its financial information and other reports required pursuant to the terms of the Master Lease. The Debtor shall cooperate to provide Parent with access and information reasonably requested by Parent to facilitate the consolidation of the Debtor’s financial results with and into those of Parent following Closing, including establishment by Parent of accounting and financial reporting systems, systems of internal controls over financial reporting and disclosure controls as defined in the Exchange Act. To the extent not otherwise provided in this Agreement, the Debtor shall, upon Parent’s request in writing, use its reasonable best efforts to provide to Parent those financial statements and information as may be reasonably required to comply with Parent’s obligations under the Exchange Act.

Access and Records. Subject to applicable Law, upon reasonable notice, the Debtor shall (and shall cause its Subsidiaries to) afford ParentProMedica’s and the Lessors’ officers, directors, employees, agents, counsel, accountants, investment bankers, financing sources and other authorized representatives (together, “Representatives”) reasonable access, during normal business hours throughout the period prior to the Closing Date, to its employees, properties, books, contracts and records, and, upon ParentProMedica’s or any Lessor’s written request, will use reasonable efforts to provide Parent ProMedica or the Lessors with access to suppliers, creditors and third parties with whom the Debtor or its Subsidiaries does business or by whom there have been asserted any claim, and, during such period, the Debtor shall (and shall cause its Subsidiaries to) use its reasonable best efforts to furnish promptly to Parent ProMedica and the Lessors all information concerning its business, properties, personnel, suppliers, creditors and third parties with whom the Debtor or its Subsidiaries does business as may reasonably be requested, provided that no investigation pursuant to this Section 4.3 shall affect or be deemed to modify any representation or warranty made by the Debtor herein, and provided, further, that the foregoing shall not require the Debtor (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Debtor would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Debtor shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Debtor or any of its Subsidiaries. The Debtor shall continue to deliver its financial information and other reports required pursuant to the terms of the Master Lease. The Debtor shall cooperate to provide Parent ProMedica with access and information reasonably requested by Parent ProMedica to facilitate the consolidation of the Debtor’s financial results with and into those of Parent ProMedica following Closing, including establishment by Parent ProMedica of accounting and financial reporting systems, systems of internal controls over financial reporting and disclosure controls as defined in the Exchange Act. To the extent not otherwise provided in this Agreement, the Debtor shall, upon Parent’s request in writing, use its reasonable best efforts to provide to Parent those financial statements and information as may be reasonably required to comply with Parent’s obligations under the Exchange Act.

Access and Records. Subject 5.2.1 From time to applicable Lawtime after the Closing, upon reasonable noticesolely for the purposes of (i) complying with Section 5.10, the Debtor or (ii) allowing Buyer or Seller Parties to defend a Third Party Claim in accordance with Section 8.3.2, Buyer and Seller Parties shall (and shall cause its Subsidiaries to) afford Parent’s officers, directors, employees, agents, counsel, accountants, investment bankers, financing sources and provide each other authorized representatives (together, “Representatives”) with reasonable access, during normal business hours throughout and upon reasonable prior written notice, to the applicable Books and Records and other relevant information and documentation in the possession of Buyer and Seller Parties, as applicable, pertaining or relating to the period prior to on or before the Closing Date. Notwithstanding the foregoing, Buyer and Seller Parties shall not be required to provide access to any Books and Records if the provision of such access could, in the reasonable opinion of Buyer and Seller Parties, as applicable, waive or limit the right of Buyer or Seller Parties, as applicable, to assert the attorney-client privilege, work product doctrine, or other similar privilege. 5.2.2 Between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement pursuant to Section 7, Seller or the Owner shall afford Buyer and its employees, properties, books, contracts and records, andRepresentatives reasonable access, upon Parentreasonable notice during normal business hours, to Seller’s written requestand the Owner’s Representatives and to the Books and Records, will use reasonable efforts to provide Parent with access to suppliersfacilities, creditors Seller Real Property, Contracts, commitments, Tax Returns, records and third parties with whom financial, operating and other data of the Debtor or its Subsidiaries does business or by whom there have been asserted any claim, Seller and the Business and, during such period, the Debtor period shall (and shall cause its Subsidiaries to) use its reasonable best efforts to furnish promptly to Parent all Buyer any information concerning its business, properties, personnel, suppliers, creditors Seller or the Business that is available to Seller or Owner and third parties with whom the Debtor provide reasonable access to Seller Real Property for Buyer’s Representatives to conduct environmental or its Subsidiaries does business as may reasonably be requested, other site investigations or evaluations (including a Phase II environmental assessment); provided that no investigation pursuant Buyer shall not materially disrupt Seller’s Business when conducting any environmental or other site investigations or evaluations and will coordinate the timing of such investigations and evaluations with Seller prior to conducting such investigations or evaluations. Nothing in this Section 4.3 5.2.2 shall affect or be deemed to modify any representation or warranty made by the Debtor herein, and provided, further, that the foregoing shall not require the Debtor (i) to permit any inspection, or Seller Parties to disclose any informationinformation to the extent such disclosure (a) would reasonably be expected to result in a waiver of attorney-client privilege, that in the reasonable judgment work product doctrine or similar privilege or (b) would reasonably be expected to violate any applicable Law or fiduciary duties or contractual obligations of the Debtor would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Debtor shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Debtor or any of its Subsidiaries. The Debtor shall continue to deliver its financial information and other reports required pursuant to the terms of the Master Lease. The Debtor shall cooperate to provide Parent with access and information reasonably requested by Parent to facilitate the consolidation of the Debtor’s financial results with and into those of Parent following Closing, including establishment by Parent of accounting and financial reporting systems, systems of internal controls over financial reporting and disclosure controls as defined in the Exchange Act. To the extent not otherwise provided in this Agreement, the Debtor shall, upon Parent’s request in writing, use its reasonable best efforts to provide to Parent those financial statements and information as may be reasonably required to comply with Parent’s obligations under the Exchange ActSeller Parties.