Common use of Full Access and Disclosure Clause in Contracts

Full Access and Disclosure. Seller shall, upon reasonable prior notice not to be less than two (2) days, afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, "Purchaser's Representatives") reasonable access during business hours to the Facilities, and all Books and Records, including, but not limited to, the roof, all FF&E, heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Financial Statements, cost reports, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and the Facilities as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's Representatives shall from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4

Full Access and Disclosure. On the Effective Date, Seller shall notify the Tenant of the pending sale of the Facility to Purchaser and request the Tenant to fully cooperate with Purchaser and to treat the pending sale with confidentiality. Thereafter, Seller shall, upon reasonable prior notice not to be less than two (2) daysthe extent consistent with the Facility Lease, afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, "“Purchaser's ’s Representatives"”) reasonable access during normal business hours to the Facilities, and all Books and RecordsFacility during business hours, including, but not limited to, the roof, all FF&E, the heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information in Seller’s possession reasonably requested, including the most recent Most Recent Financial Statements, cost reportsaudits, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents of Seller relating to the Facilities in order Facility so that Purchaser may have full a reasonable opportunity to make such reasonable investigations of the Assets and the Facilities as Purchaser Facility, provided however, no such access shall desire to makeinterfere in any material respect with Tenant’s business at or operation of the Assets. Seller shall be entitled to have a Seller representative present during Purchaser's ’s scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreementvisits. Seller shall furnish make available for inspection by Purchaser such additional financial and operating data and other information in Seller’s possession as Purchaser and Purchaser's ’s Representatives shall may from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4.

Full Access and Disclosure. (a) Seller shall, upon request and reasonable prior advance notice not to be less than two (2) daysfrom Purchaser, afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers accountants and other authorized representatives (collectively, "Purchaser's Representatives") reasonable access during business hours to its properties, computer systems, books and records, in any way relating to the Assets and/or the Facilities, and all Books and Records, including, but not limited to, the roof, all FF&Eequipment (fixed and movable), heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Financial Statementsfinancial statements, cost reports, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency patient mix, payroll information, Medicaid reports, employment agreements, personnel policies, occupancy agreements with patients, leases, and all contracts, agreements, correspondence files and other documents relating to outside contractors, vendors, consultants, or other outside parties relating to the Facilities and to which any one or more of the Facilities are now or may become a party in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and the Facilities as Purchaser it shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's Representatives and/or its representatives shall from time to time reasonably request. Notwithstanding the foregoing, Purchaser expresslyacknowledges and agrees that Seller shall supplement not be obligated to furnish, nor shall Purchaser be entitled to review or amend have access to, any informationconfidential or proprietary documents or information connected with the Property, written including but not limited to opinions, appraisals, internal memoranda or otherwiseother documents, previously delivered internal work product or otherwise disclosed to Purchaser with respect to any matter hereafter arising whichother similar documents, if existing which are in the possession or occurring at the Effective Datecontrol of Seller. IN ADDITION, would have been required to be set forth or disclosed. 22 <PAGE> 4.4NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER SHALL BE RESPONSIBLE FOR PURCHASER'S OWN DUE DILIGENCE WITH RESPECT TO ALL DOCUMENTS AND INFORMATION PROVIDED BY SELLER TO PURCHASER, INCLUDING THAT WHICH IS MADE AVAILABLE TO PURCHASER AS DESCRIBED ABOVE, AND ANY ANALYSIS OF SUCH DOCUMENTS AND INFORMATION SHALL BE AT PURCHASER'S OWN RISK.

Full Access and Disclosure. The term “Facility Management” means the following personnel: the principals of Seller, any regional vice presidents (or other personnel with managerial oversight of the Facility), the director or executive director, as applicable, of the Facility, the head nurse at the Facility and the head maintenance person at the Facility. On the Effective Date, Seller shallshall notify the Facility Management of the pending sale/leaseback of the Facility to Purchaser and instruct the Facility Management to fully cooperate with Purchaser and to treat the pending sale with utmost confidentiality. Thereafter, upon reasonable prior notice not to be less than two (2) days, Seller shall afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, "“Purchaser's ’s Representatives"”) reasonable access to the Facility during business hours to the Facilities, and all Books and Recordshours, including, but not limited to, the roof, all FF&E, the heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Most Recent Financial Statements, cost reportsaudits, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policiesSurveys, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order Facility so that Purchaser may have a full opportunity to make such reasonable investigations of the Assets and the Facilities Facility as Purchaser shall desire to make, provided, however, Purchaser shall not conduct any invasive investigations, including the sampling of any environment media, without the prior written consent of Seller. Seller shall be entitled to have a Seller representative present during Purchaser's ’s scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreementvisits. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's ’s Representatives shall from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4.

Full Access and Disclosure. Seller shall, upon reasonable prior notice not to be less than two (2) days, afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, "Purchaser's Representatives") reasonable access during business hours to the Facilities, and all Books and Records, including, but not limited to, the roof, all FF&E, heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Financial Statements, cost reports, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and the Facilities as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's Representatives shall from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4.

Full Access and Disclosure. The term "Facility Management" means the following personnel: the principals of Seller, any personnel with managerial oversight of the Hospitals, the CEOs of the Hospitals, the head nurses at the Hospitals, and the head maintenance person at the Facility. On the Effective Date, Seller shallshall notify the Facility Management of the pending sale/leaseback of the Facility to Purchaser and instruct the Facility Management to fully cooperate with Purchaser and to treat the pending sale with utmost confidentiality. Thereafter, upon reasonable prior notice not to be less than two (2) days, Seller shall afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, "Purchaser's ’s Representatives") reasonable access to (i) the Facility during business hours to the Facilities, and all Books and Recordshours, including, but not limited to, the roof, all FF&E, the heating and cooling systems, and (ii) any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Financial Statements, cost reportsaudits, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mixSurveys, payroll information, Medicaid government program reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order Hospitals (collectively, the “Hospital Data”) so that Purchaser may have a full opportunity to make such reasonable investigations of the Assets Assets, the Facility and the Facilities Hospitals as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's ’s scheduled visits and visits. Notwithstanding the foregoing, in no event shall any meetings, calls of Purchaser’s Representatives be permitted to enter into any rooms in which patients are present or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration enter into any area of the Due Diligence Period and all personnel after Hospitals that Seller reasonably designates as a secured area, including, without limitation, the expiration pharmacy unless escorted by a representative of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this AgreementSeller. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's ’s Representatives shall from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4Each of Purchaser’s Representatives that desires access to any Hospital Data that contains individually identifiable health information will sign an appropriate Business Associate Agreement to ensure compliance with the privacy and security regulations of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005, and the regulations promulgated thereunder by the U.S. Department of Health and Human Services.

Full Access and Disclosure. (a) Seller shall, upon reasonable prior notice not to be less than two (2) daysnotice, afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, "Purchaser's Representatives") reasonable access during business hours to the Facilities, and all Books computer systems, books and Recordsrecords in any way relating to the Assets and/or the Facilities, including, but not limited to, the roof, all FF&Eequipment (fixed and movable), heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Financial Statementsfinancial statements, cost reports, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency patient mix, payroll information, Medicaid reports, employment agreements, personnel policies, occupancy agreements with patients, leases, and all contracts, agreements, correspondence files and other documents relating to outside contractors, vendors, consultants, or other outside parties relating to the Facilities and to which any one or more of the Facilities are now or may become a party in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and the Facilities as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such Such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Periodpersonnel, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Purchaser shall provide Seller with at least two (2) days' advance notice by telephone of the date, time, place and expected attendees for any visits to the Facilities. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's Representatives its representatives shall from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4.

Full Access and Disclosure. Each Seller shall, upon reasonable prior notice not to be less than two (2) days, shall afford to the Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers agents and other authorized representatives (collectively, "Purchaser's Representatives") and to financial institutions specified by the Purchaser reasonable access during dur­ing business hours to the FacilitiesSeller’s plants, proper­ties, customers, books and all Books and Records, including, but not limited to, the roof, all FF&E, heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Financial Statements, cost reports, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities records in order that the Purchaser may have full opportunity to make such reasonable investigations of the Assets and the Facilities as Purchaser it shall desire to makemake of the affairs of the Seller. Each Seller shall be entitled cause its officers, employees, counsel and auditors to have a Seller representative present during Purchaser's scheduled visits and in any meetings, calls or other contacts with Seller's personnel, and such access shall include the right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to the expiration of the Due Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Seller shall furnish such additional addi­tional financial and operating data and other information informa­tion as the Purchaser and Purchaser's Representatives shall from time to time reasonably requestrequest including, and without limitation, any internal control recommendations made by its independent auditors in connection with any audit of the Seller. From time to time prior to the Closing Date, each Seller shall promptly supplement or amend any information, written or otherwise, information previously delivered or otherwise disclosed to the Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Datedate of this Agreement, would have been required to be set forth or discloseddisclosed herein; provided, however, that such supplemental information shall not be deemed to be an amendment to any schedule hereto and shall not change the risk allocation of this Agreement among the Purchaser, the Parent and the Sellers if it relates to events or circumstances that occurred prior to the date hereof; provided, further, that if such supplemental information relates to events or circumstances that occur only after the date hereof such supplemental information shall, at the option of the Sellers, be deemed to be an amendment to the Sellers’ disclosure schedules. 22 <PAGE> 4.4If the Sellers indicate that the revised schedule is for disclosure purposes only, the Sellers shall remain liable for the items disclosed therein. If the Sellers indicate it is an amendment, the Purchaser shall have the option to accept or reject any amendment on or prior to the Closing Date. If the Purchaser accepts the amended schedules such schedules shall become a part of this Agreement. If the Purchaser rejects an amendment to any schedule hereto prior to the Closing Date, the Purchaser may terminate this Agreement as provided in Article X.

Full Access and Disclosure. The term "Facility Management" means the following personnel: the principals of Seller, any regional vice presidents (or other personnel with managerial oversight of the Facility), the director or executive director, as applicable, of the Facility, the head nurse at the Facility and the head maintenance person at the Facility. On the Effective Date, Seller shallshall notify the Facility Management of the pending sale/leaseback of the Facility to Purchaser and instruct the Facility Management to fully cooperate with Purchaser and to treat the pending sale with utmost confidentiality. Thereafter, upon reasonable prior notice not to be less than two (2) days, Seller shall afford to Purchaser and its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, "Purchaser's ’s Representatives") reasonable access to the Facility during business hours to the Facilities, and all Books and Recordshours, including, but not limited to, the roof, all FF&E, the heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent Most Recent Financial Statements, cost reportsaudits, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and residency mixSurveys, payroll information, Medicaid Government Program reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order Facility so that Purchaser may have a full opportunity to make such reasonable investigations of the Assets and the Facilities Facility as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's ’s scheduled visits and in any meetingsvisits. Prior to expiration of the Due Diligence Period, calls or other contacts with Seller's personnel, and such Purchaser’s access to personnel shall include the right be limited to meet meeting with the residence directorsFacility Management, executive directorsunless otherwise approved by Seller, regional vice presidentswhich approval may not be unreasonably withheld. At the request of either Purchaser or Seller, directors of nursing and personnel who are responsible for maintenance at the Facilities prior to within five (5) Business Days after the expiration of the Due Diligence Period (and assuming this Agreement is not terminated), Seller and Purchaser shall hold joint meetings at the Facility with the facility-based Employees to announce that the Facility will be sold to Purchaser and leased to Tenant. At any time after those meetings, Purchaser will be entitled to meet with and interview any and all personnel after the expiration of the Due Diligence Period, subject to Purchaser's obligation to comply with the confidentiality provisions set forth in this AgreementEmployees. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's ’s Representatives shall from time to time reasonably request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed. 22 <PAGE> 4.4.