PRACTICABLE PROVIDE PURCHASERS WITH
ACCESS TO ANY MATERIAL DOCUMENTS PROVIDED DURING THE PERIOD FROM THE DATE HEREOF
THROUGH THE DATE OF THE SALE ORDER TO ANY PROSPECTIVE PURCHASERS OF ALL OR ANY
PART OF THE PURCHASED ASSETS NOT PREVIOUSLY PROVIDED TO PURCHASERS.
ANY
CONFIDENTIAL INFORMATION PROVIDED TO THE PURCHASERS SHALL BE DEEMED CONFIDENTIAL
INFORMATION UNDER THE CONFIDENTIALITY AGREEMENT AND SHALL BE SUBJECT TO THE
TERMS THEREOF.
(B)
FROM AND AFTER THE CLOSING UNTIL THE DATE THAT IS 24 MONTHS
AFTER THE CLOSING DATE, MEDQUIST AGREES TO PROVIDE THE SELLERS WITH REASONABLE
ACCESS TO BOOKS AND RECORDS (AND ALLOW THE SELLERS TO MAKE EXTRACTS AND COPIES
OF SUCH BOOKS AND RECORDS DURING SUCH ACCESS) IN CONNECTION WITH THE SELLER
CHAPTER 11 CASES OR ANY OTHER PROCEEDING OR ACTION RELATING THERETO AT THE
SELLERS' SOLE COST AND EXPENSE; PROVIDED, THAT MEDQUIST WILL NOT BE REQUIRED TO
PROVIDE ANY SUCH ACCESS IN CONNECTION WITH ANY ACTION BY OR AGAINST MEDQUIST OR
ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.
ANY SUCH
ACCESS SHALL BE DURING REGULAR BUSINESS HOURS UPON REASONABLE ADVANCE NOTICE AND
IN A MANNER THAT MINIMIZES DISRUPTION TO THE BUSINESS, OPERATIONS
-37-
and activities of Medquist.
In connection with the Sellers' access to the Books
and Records, the Sellers shall be accompanied at all times by a Representative
of Medquist unless Medquist otherwise agrees, shall not materially interfere
with the use and operation of the offices and other facilities of Medquist, and
shall comply with all reasonable safety and security rules and regulations for
such offices and other facilities.
(1) No access to, or examination of, any
information or other investigation by the Sellers shall be permitted to the
extent that (i) it includes trade secrets or other proprietary information, (ii)
it is protected by attorney-client, work-product, or similar privilege or
doctrine or (iii) the disclosure of which is prohibited pursuant to applicable
Law or (iv) it includes disclosure of information other than Books and Records
as they existed on the Closing Date, and (2) Medquist will not be required to
preserve or otherwise retain any Books and Records beyond the time period
specified in Section 5.5(c).
For the avoidance of doubt, nothing in this
Section 5.5(b) shall require Medquist or any other Person to provide any
testimony or evidence.
(C)
FROM AND AFTER THE ENTRY OF THE SALE ORDER UNTIL THE DATE
THAT IS 24 MONTHS AFTER THE CLOSING DATE, SELLERS WILL USE COMMERCIALLY
REASONABLE EFFORTS TO COOPERATE WITH PURCHASERS IN CONNECTION WITH PURCHASERS'
PREPARATION OF FINANCIAL STATEMENTS THAT PURCHASER WILL BE REQUIRED TO FILE
AFTER THE CLOSING DATE UNDER APPLICABLE LAW, INCLUDING WITHOUT LIMITATION BY
USING ITS COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH PURCHASERS IN ANY
EFFORT BY PURCHASERS IN PROCURING THE CONSENT OF SELLERS' ACCOUNTING FIRM AFTER
THE CLOSING DATE TO THE INCLUSION OF THE FINANCIAL STATEMENTS AND ANY INTERIM
FINANCIAL STATEMENTS IN ANY OF PURCHASERS' OR PURCHASERS' AFFILIATES' PERIODIC
REPORTS, REGISTRATION STATEMENTS OR PRIVATE PLACEMENT MEMORANDA OR OTHER FILINGS
OR DOCUMENTS REQUIRED UNDER LAW;