Common use of Access to Employees Clause in Contracts

Access to Employees. From and after the Closing, each of Buyer and Seller (the “Requested Party”) shall afford to the other party (the “Requesting Party”), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s employees who formerly were or currently are employed by the 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 or other proceeding involving Seller, Buyer or the School, 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, litigation and other proceedings 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 “Requested Party”) Selling Parties shall afford to the other party (the “Requesting Party”)party, its officers, counsel, accountants and other authorized representatives reasonable (the "Requesting Party") access to the Requested Party’s other party's employees who formerly were or currently are employed by the Requested Party, 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 (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 involving Seller, Buyer or is between the School, and (ii) the preparation of the Closing Balance Sheetparties to this Agreement. 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, litigation litigations, program reviews, audits and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Closing, each of Buyer and Seller (the “"Requested Party”") shall afford to the other party (the “"Requesting Party”"), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s 's employees who formerly were or currently are employed by the 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 or other proceeding involving Seller, Buyer or the SchoolSchools, and (ii) the preparation of the Post-Closing Balance SheetAudit. 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, litigation and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 “Requested Party”) shall afford to the other party (the “Requesting Party”)party, its officers, counsel, accountants and other authorized representatives reasonable (the "Requesting Party") access to the Requested Party’s other party's employees who formerly were or currently are employed by Seller, as the Requested Partycase 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 (i) any claim, action, litigation or other proceeding involving Seller, Buyer a School or the School, and (ii) the preparation of the Closing Balance Sheetany other school previously owned or operated by Seller. 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, litigation litigations and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Closing, each of Buyer and Seller (the “Requested Party”"REQUESTED PARTY") shall afford to the other party (the “Requesting Party”"REQUESTING PARTY"), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s 's employees who formerly were or currently are employed by the 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 or other proceeding involving Seller, Buyer or the School, 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, litigation and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Closing, each of Buyer and Seller (the “"Requested Party”") shall afford to the other party (the “"Requesting Party”"), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s 's employees who formerly were or currently are employed by the 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 or other proceeding involving Seller, Buyer or the SchoolSchools, and (ii) the preparation of the Post-Closing Balance SheetAudit. 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, litigation and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Seller (the “Requested Party”) Selling Parties shall afford to the other party (the “Requesting Party”)party, its officers, counsel, accountants and other authorized representatives reasonable (the "Requesting Party") access to the Requested Party’s other party's employees who formerly were or currently are employed by the Requested PartySelling 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 (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 involving Seller, Buyer or is between the School, and (ii) the preparation of the Closing Balance Sheetparties to this Agreement. 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, litigation litigations, program reviews, audits and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Closing, each of Buyer Buyer, Sellers and Seller the Company (the “"Requested Party”") shall afford to the other party parties hereto (the “"Requesting Party”"), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s 's employees who formerly were or currently are employed by the 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 or other proceeding involving SellerSellers, Buyer Buyer, the Company or the SchoolSchools, and (ii) the preparation of the Post-Closing Balance SheetAudit and the Company's student financial aid audit for periods prior to the 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, litigation and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Closing, each of Buyer Buyer, Sellers, the Company and Seller MMC (the “"Requested Party”") shall afford to the other party parties (the “"Requesting Party”"), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s 's employees who formerly were or currently are employed by the 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 or other proceeding involving SellerSellers, Buyer Buyer, the Company or the SchoolSchools, and (ii) the preparation of the Post-Closing Balance SheetAudit and the Company's student financial aid audit for periods prior to the 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, litigation and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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 Closing, each of Buyer and Seller Sellers (the “Requested Party”"REQUESTED PARTY") shall afford to the other party (the “Requesting Party”"REQUESTING PARTY"), its officers, counsel, accountants and other authorized representatives reasonable access to the Requested Party’s 's employees who formerly were or currently are employed by the 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 or other proceeding involving SellerSellers, Buyer or the SchoolSchools, and (ii) the preparation of the Post-Closing Balance SheetAudit. 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, litigation and other proceedings and/or the preparation of the Closing Balance Sheetproceedings, 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.