Common use of Books and Records; Personnel Clause in Contracts

Books and Records; Personnel. For a period of seven (7) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding): (a) Buyer will not dispose of or destroy any of the business records and files of the Business. If Buyer wishes to dispose of or destroy such records and files after that time, it will first give thirty (30) days' prior written notice to Seller and Seller will have the right, at its option and expense, upon prior written notice to Buyer within such thirty (30) day period, to take possession of the records and files within sixty (60) days after the date of Seller's notice to Buyer. (b) Buyer will allow Seller and its representatives access, when there is a legitimate business purpose not injurious to Buyer, to all business records and files of the Business which are transferred to Buyer in connection herewith, during regular business hours and upon reasonable notice at Buyer's principal place of business or at any location where such records are stored, and Seller will have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying will be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business or operations. (c) Buyer will make available to Seller, upon written request and at Seller's expense, personnel of the Business to assist Seller in locating and obtaining records and files of the Business or whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future Litigation, tax return preparation or other matters in which Seller or any of its affiliates are involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations of the Business.

Books and Records; Personnel. For a period of seven (7) years after following the Closing Date (or such longer period as may be required by any governmental agency Governmental Authority or ongoing Litigation or in connection with any administrative proceedingLegal Proceeding): (a) Buyer will The Purchaser shall not dispose of or destroy any of the business records and files of the Business. If Buyer the Purchaser wishes to dispose of or destroy such records and files after that time, it will shall first give thirty (30) 30 days' prior written notice to the Seller and the Seller will shall have the right, at its option and expense, upon prior written notice to Buyer the Purchaser within such thirty (30) 30 day period, to take possession of the records and files within sixty (60) 60 days after the date of the Seller's notice to Buyerthe Purchaser. (b) Buyer will The Purchaser shall allow the Seller and its representatives access, when there is a legitimate business purpose not injurious to Buyer, reasonable access to all business records and files of the Business which are transferred to Buyer the Purchaser in connection herewith, during regular business hours and upon reasonable notice at Buyerthe Purchaser's principal place of business or at any location where such records are stored, and the Seller will shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying will shall be had or done in such a manner so as not to interfere with the normal conduct of Buyerthe Purchaser's business or operations. (c) Buyer will The Purchaser shall make available to Sellerthe Seller and its representatives, upon written request and at the Seller's expense, expense (i) the Purchaser's personnel of the Business to assist the Seller in locating and obtaining records and files maintained by the Purchaser and (ii) any of the Business or Purchaser's personnel previously in the Seller's employ whose assistance or participation is reasonably required by the Seller in anticipation of, or preparation for, existing or future Litigationlitigation, arbitration, administrative proceeding, tax return preparation or other matters in which the Seller or any of its affiliates are Affiliates is involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations of the Business.

Books and Records; Personnel. For a period of seven five (75) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding): (a) Buyer will not dispose of or destroy any of the business records and files of the Business. If Buyer wishes to dispose of or destroy such records and files after that time, it will first give thirty (30) days' prior written notice to Seller and Seller will have the right, at its option and expense, upon prior written notice to Buyer within such thirty (30) day period, to take possession of the records and files within sixty (60) days after the date of Seller's notice to Buyer. (b) Buyer will allow Seller and its representatives access, when there is a legitimate business purpose not injurious to Buyer, to all business records and files of the Business which are transferred to Buyer in connection herewith, during regular business hours and upon reasonable notice at Buyer's principal place of business or at any location where such records are stored, and Seller will have the right, at its their own expense, to make copies of any such records and files; provided, however, that any such access or copying will be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business or operations. (c) Buyer will make available to Seller, upon written request and at Seller's expense, expense personnel of the Business to assist Seller in locating and obtaining records and files of the Business or whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future Litigation, tax return preparation or other matters in which Seller or any of its affiliates are involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations of the Business.

Books and Records; Personnel. For a period (a) Neither Parent nor any of seven (7) its Affiliates shall within ten years after the Closing (Date or, with respect to Tax records within the later of six years or such longer period the applicable statute of limitations as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding): (a) Buyer will not extended, dispose of or destroy any of the business records and or files of Seller or related to the Business. If Business for periods prior to the Closing Date, without first offering to turn over possession thereof to Buyer wishes to dispose of or destroy such records and files after that time, it will first give thirty (30) days' prior by written notice to Seller and Seller will have the right, at its option and expense, upon prior written notice to Buyer within such thirty (30) day period, to take possession of the records and files within least sixty (60) days after prior to the date proposed dates of Seller's notice to Buyersuch disposition or destruction. (b) From and after the Closing Date, to the extent reasonably required by Buyer will in connection with the preparation of Tax returns or other legitimate purposes specified in writing, Parent and Seller shall (subject to applicable contractual and privacy obligations) allow Seller Buyer and its representatives access, when there is a legitimate business purpose not injurious to Buyer, agents access to all business records and files (other than those containing competitively sensitive or privileged information) of Parent or Seller related to the Business Business, which are transferred relate to Buyer in connection herewithperiods prior to the Closing Date, during regular business hours and upon reasonable advance notice at Buyer's principal place of business or at any location where such records are storedduring normal working hours, and Seller will Buyer shall have the right, at its own expense, to make copies of any such records and files; , provided, however, that any such access or -------- ------- copying will shall be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business or operationsbusiness. (c) Buyer will From and after the Closing Date, to the extent reasonably required by Buyer, Parent shall make available to Seller, Buyer upon written request (and at SellerBuyer's expense, ): (i) personnel of the Business to assist Seller in locating and obtaining records and files of for periods prior to the Business or Closing Date; and (ii) personnel whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, or the prosecution or defense of existing or future Litigationclaims or Actions, tax return preparation returns or other matters in which Seller or the Parties do not have any of its affiliates are involved and which is related to the Businessmaterial adverse interest; provided, provided however, that Buyer will Parent shall not be obligated -------- ------- to provide such make personnel available to the extent that such availability would interfere with the normal conduct of business of the Parent. (d) Any confidential, proprietary or trade secret information provided under this Section 7.11 may not be disclosed to any third party without the prior consent of Parent. This obligation of confidentiality shall cease to apply to information that is in, or enters into, the public domain through no breach hereof by Buyer, or is required to be disclosed as a matter of law (provided that Buyer shall give prior notice to Parent of such requirement and the right to participate in its reasonable discretionany proceeding regarding such disclosure, believes and provided further that Buyer has sought to obtain confidentiality protection for such assistance would adversely affect the operations of the Businessinformation when disclosed).

Books and Records; Personnel. For a period of seven three (73) years after the Closing Date (or such longer period as may be required by any governmental agency Governmental Body or ongoing Litigation Legal Proceeding) and to the extent reasonably required by the Seller to comply with any Law or in connection with anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding in which the Seller or any administrative proceeding):of its Affiliates is involved and which is related to the Product Line: (a) The Buyer will shall not dispose of or destroy any of the business records and files of included in the BusinessAssets. If the Buyer wishes to dispose of or destroy such records and files after that timewithin three (3) years of the Closing Date, it will shall first give thirty (30) days' prior written notice to the Seller and the Seller will shall have the right, at its option and expense, upon prior written notice to the Buyer within such thirty (30) day period, to take possession of the records and files within sixty (60) days after the date of the Seller's notice to the Buyer. (b) The Buyer will shall allow the Seller and its representatives access, when there is a legitimate business purpose not injurious to Buyer, Representatives access to all business records and files of the Business which are transferred to the Buyer in connection herewith, during regular business hours and upon reasonable notice at the Buyer's principal place of business or at any location where such records are stored, and the Seller will shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying will shall be had or done in such a manner so as not to interfere with the normal conduct of the Buyer's business or operations. (c) The Buyer will shall make reasonably available to the Seller, upon written request and at the Seller's expense, expense (i) the Buyer's personnel of the Business to assist the Seller in locating and obtaining records and files maintained by the Buyer and (ii) any of the Business or Buyer's personnel previously in the Seller's employ whose assistance or participation is reasonably required by the Seller to comply with any Law or in anticipation of, or preparation for, existing or future Litigationlitigation, tax return preparation arbitration, administrative proceeding or other matters in which the Seller or any of its affiliates are Affiliates is involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations Product Line. (d) Each of the BusinessSeller and the Buyer shall cooperate fully with each other and make available or cause to be made available to each other for consultation, inspection and copying (at such other party's expense) in a timely fashion such personnel, tax data, tax returns and filings, files, books, records, documents, financial, technical and operating data, computer records and other information as may be reasonably required (i) for the preparation by the Buyer or the Seller of any tax returns, elections, consents or certificates required to be prepared and filed by the Buyer or the Seller or any appraisal of the Assets or (ii) in connection with any audit or proceeding relating to taxes.

Books and Records; Personnel. For a period of seven (7) years after from the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding):Date: (ai) Buyer will shall not dispose of or destroy any of the business material books and records and files of the Business. If Buyer wishes Partnerships, Sellers or HealthFirst relating to dispose of or destroy such records periods prior to the Effective Date ("Books and files after that time, it will Records") without first give thirty (30) days' prior offering to turn over possession thereof to Sellers by written notice to Seller and Seller will have Sellers at least 15 days prior to the right, at its option and expense, upon prior written notice to Buyer within such thirty (30) day period, to take possession of the records and files within sixty (60) days after the proposed date of Seller's notice to Buyersuch disposition or destruction. (bii) Buyer will shall allow Seller Sellers and its representatives access, when there is a legitimate business purpose not injurious to Buyer, their agents access to all business records Books and files of the Business which are transferred to Buyer in connection herewith, Records during regular business normal working hours and upon reasonable notice at Buyer's principal place of business or at any location where such records any Books and Records are stored, and Seller will Sellers shall have the right, at its own their expense, to make copies of any such records Books and filesRecords; provided, however, that any such access or copying will shall be had or done in such a manner so as not to interfere with the normal conduct of the Partnerships' businesses. (iii) Buyer shall make available to Sellers upon written notice copies of any Books and Records, (B) Buyer's and the Partnerships' personnel to assist HealthFirst in locating and obtaining any Books and Records and (C) any of Buyer's or the Partnerships' personnel whose assistance or participation is reasonably required by Sellers or any of their affiliates in anticipation of, or preparation for, any investigation, inquiry, pending or threatened litigation, tax or other matters in which Sellers or any of their affiliates is involved; provided, however, that any such copying or assistance shall be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business or operationsand the Partnerships' businesses. Sellers shall reimburse Buyer for the reasonable direct and indirect expenses incurred by Buyer in performing the covenants contained in this Section 8(d)(iii). (c) Buyer will make available to Seller, upon written request and at Seller's expense, personnel of the Business to assist Seller in locating and obtaining records and files of the Business or whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future Litigation, tax return preparation or other matters in which Seller or any of its affiliates are involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations of the Business.

Books and Records; Personnel. For a period ending upon the earlier of seven (7x) years after the third (3d) anniversary of the Closing Date or (y) the closure of the Chapter 11 Case; (z) or such longer period later date as may be required by any governmental agency or regulatory body or authority or ongoing Litigation or in connection with any administrative proceeding):Legal Proceeding: (a) Buyer will Unless the Purchaser shall have first given sixty (60) days’ prior written notice to Seller, the Purchaser shall not dispose of or destroy any of the business records and files contained in the Assets other than in connection with a sale or other disposition of the BusinessAssets or any portion thereof. If Buyer the Purchaser wishes to dispose of or destroy such records and files after that time, it will shall first give thirty sixty (3060) days' ’ prior written notice to Seller and Seller will shall have the right, at its their option and expense, upon prior written notice to Buyer the Purchaser within such thirty sixty (30) day 60)-day period, to take possession of the records and files within sixty ninety (6090) days after the date of the notice from Seller's notice to Buyer. After that time, the Purchaser may dispose of or destroy any such records at its discretion. (b) Buyer will The Purchaser shall allow Seller and any of its representatives accessdirectors, when there is a legitimate business purpose not injurious to Buyerofficers, employees, legal counsel, financial advisors, representatives, accountants, professionals, auditors and other agents and any successors thereto (collectively, “Seller’s Representatives”) access to all business records and files of the Business which Seller that are transferred by Seller to Buyer the Purchaser in connection herewithherewith that are reasonably required by such Person in the administration of the Chapter 11 Case in anticipation of, or preparation for, any existing or future Legal Proceeding involving Seller, Tax Return preparation, litigation, or Excluded Liability, during regular business hours and upon reasonable notice at Buyer's the Purchaser’s principal place of business or at any location where such records are stored, and Seller will Seller’s Representatives shall have the right, at its own their expense, to make copies of any such records and files; provided, however, that any such access or copying will shall be had or done in such a manner so as not to interfere with the normal conduct of Buyer's the Purchaser’s business or operations. (c) Buyer will make available to Seller, upon written request and at Seller's expense, personnel of the Business to assist Seller in locating and obtaining records and files of the Business or whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future Litigation, tax return preparation or other matters in which Seller or any of its affiliates are involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations of the Business.

Books and Records; Personnel. For a period of seven (7) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding): (a) Buyer will not dispose of or destroy any of the business records and files of the Business. If Buyer wishes to dispose of or destroy such records and files after that time, it will first give thirty (30) days' prior written notice to Seller and Seller will have the right, at its option and expense, upon prior written notice to Buyer within such thirty (30) 30 day period, to take possession of the records and files within sixty (60) days after the date of Seller's notice to Buyer. (b) Buyer will allow Seller and its representatives access, when there is a legitimate business purpose not injurious to Buyer, to all business records and files of the Business which are transferred to Buyer in connection herewith, during regular business hours and upon reasonable notice at Buyer's principal place of business or at any location where such records are stored, and Seller will have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying will be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business or operations. (c) Buyer will make available to Seller, upon reasonable written request and at Seller's expenseexpense (subject to Section 7.3(a) and otherwise at a charge equal to the compensation and benefits paid by the Company or the Subsidiary to such personnel for the period that such personnel are assisting Buyer), the Company's and the Subsidiary's personnel of the Business to assist Seller in locating and obtaining records and files of maintained by the Business Company or whose to provide assistance or participation is as reasonably required by Seller in anticipation of, or preparation for, existing or future Litigation, tax return preparation or other matters in which Seller or any of its affiliates are is involved and which is related to the Business, provided that . Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would will adversely affect the operations of the BusinessCompany.