Common use of Access; Certain Communications Clause in Contracts

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Law relating to antitrust, employment or privacy issues, Sellers shall (and shall cause the Purchased Companies to) afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser’s investigation shall be conducted in a manner which does not interfere with the Companies’ normal operations, customers and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to the Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Law Laws relating to antitrust, employment or privacy issuesthe exchange of information, Sellers shall (and shall cause PLAIC, Empire and the Purchased Companies to) afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers PLC shall cause the Business Employees and other management employees of Sellers and their Affiliates the Dental Benefits Division to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated herebyhereby and reasonable access to the properties of the Business; provided, however, that Purchaser’s investigation inquiries shall be conducted in a manner which that does not unreasonably interfere with Sellers’ or the Companies’ normal operationsoperations and customers, customers and employee relationsthat Purchaser shall not contact any customer, broker or agent of the Business without the prior written approval of PLC, which approval shall not be unreasonably withheld or delayed. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to the Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to any Applicable Law relating to antitrust, employment or privacy issuesissues and subject to the rules applicable to visitors at Sellers' offices generally, Sellers shall (and shall cause the Purchased Companies to) afford to Purchaser and its authorized agents Representatives copies of (at Sellers' expense) and representatives accessaccess to, upon reasonable notice and during normal business hours, to all Books and Records, contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employeeany Business Employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and Employees, other employees of Sellers Sellers, their Affiliates and their Affiliates respective Representatives to provide reasonable assistance to Purchaser in Purchaser’s its investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser’s 's investigation shall be conducted in a manner which does not interfere with the Companies’ Sellers' or their Affiliates' normal operations, customers and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser’s 's and its agents’ and representatives’ Representatives' obligations with respect to all confidential information with respect to the Business, Business and Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Law Laws relating to antitrustthe exchange of information, employment or privacy issues, Sellers Seller shall (and shall cause the Purchased Companies Company and its Subsidiaries to) afford to Purchaser Buyer and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to (A) all properties, contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Businessbusiness of the Company and its Subsidiaries, and (B) the employees, agents, customers, accountants and actuaries of the Company and its Subsidiaries; provided, however, that (i) Buyer shall have informed Seller of the general substance of any communication prior to communicating with any such employees, agents, customers, accountants or actuaries, and (ii) when communicating with any such persons, such representative of Buyer shall be accompanied, if Seller so elects, by a representative of Seller. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers Seller shall cause the Business Company Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser Buyer in Purchaser’s Buyer's investigation of matters relating to the transactions contemplated hereby; purchase of the Shares, provided, however, that Purchaser’s Buyer's investigation shall be conducted in a manner which does not interfere with the Companies’ Company's or its Subsidiaries' normal operations, customers and employee relations. Without limiting any of Subject to the terms thereofforegoing, the terms of the Confidentiality Agreement shall govern Purchaser’s Buyer's and its agents’ ' and representatives’ ' obligations with respect to all confidential information with respect to the Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, Company or its Subsidiaries which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

Access; Certain Communications. Between From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to the terms hereof, subject to applicable laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller and the Company with third parties prior to the date of this Agreement and (provided that Seller shall reasonably cooperate with Buyer in attempting to provide alternate access to the Closing Dateinformation material to the Company or its business that such contracts may restrict), subject to any Applicable Law relating to antitrust, employment or privacy issues, Sellers Seller shall (and shall cause the Purchased Companies Company to) afford to Purchaser Buyer and its authorized agents and representatives access, upon reasonable advance notice and during normal business hours, to all contractsbooks, records, documents and other information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated herebyCompany; provided, however, that PurchaserBuyer’s investigation shall be conducted in a manner which does not unreasonably interfere with the Companies’ normal operations, customers and employee relationsrelations of the Company. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in Seller’s good faith opinion, is sensitive or the disclosure of which could subject Seller or the Company to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern PurchaserBuyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to the Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, Company which has been or is provided or made available to them at any time, including during the period between the date of this Agreement time as though Buyer and the Closing Dateits representatives were signatories thereto.

Access; Certain Communications. Between the date of this Agreement and the Initial Closing Date, subject to any Applicable Law and contractual restrictions relating to antitrustthe exchange of information, employment or privacy issues, the Sellers shall (and shall cause the Purchased Companies to) afford to Purchaser Buyer and its authorized agents and representatives reasonable access, upon reasonable notice and during normal business hoursprior notice, to all the personnel, properties, records, contracts, documents and information of or relating to the assets, liabilities, business, operations operations, personnel and such other aspects of the Business. In business of the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers Companies as Buyer shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated herebyreasonably request; provided, however, that Purchaser’s investigation such investigations shall be conducted during normal business hours in a manner which does not unreasonably interfere with the Companies’ normal operations, customers Clients and employee relations. Without limiting relations of any of the terms thereofCompanies. Prior to the Initial Closing, the terms Sellers shall cause the officers and employees of the Confidentiality Agreement shall govern Purchaser’s Companies to furnish to Buyer and its agents’ officers, employees, representatives, counsel and representatives’ obligations with respect to all confidential accountants (the “Representatives”) such financial and operating data and other information with respect to the Businessbusiness, properties and assets of the Companies as Buyer or any such Person shall from time to time reasonably request, and shall cause each Company and its respective Representatives to reasonably cooperate with, and each Company shall request its independent public accountants and independent legal counsel to reasonably cooperate with, Buyer and its Representatives so as to enable Buyer to become properly informed with respect to the business, assets, financial condition, results of operations and prospects of the Companies. No investigation pursuant to this Section 6.6 or otherwise shall affect or limit the representations and warranties of the Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Dateset forth herein.