ACCESS; FURTHER ASSURANCES. (a) Seller will accord to AmSurg, its counsel, accountants, and other representatives, from the date hereof and at any time after the Closing, full access to all of the properties, books, contracts, commitments, financial information and records of the Center, and will furnish AmSurg during such period with all such information concerning the business and operations of the Center, as AmSurg reasonably may request. At any time and from time to time after the Closing, at AmSurg's request and without further consideration, Seller and the Doctors agree to execute and deliver such certificates and documents as may be required in connection with any audit of the Center or its operations.
ACCESS; FURTHER ASSURANCES. (a) Westlake will accord to AmSurg, its counsel, accountants, and other representatives, from the date hereof and at any time after the Closing, full access to all of the properties, books, contracts, commitments, financial information and records of the Center, and will furnish AmSurg during such period with all such infor mation concerning the business and operations of the Center, as AmSurg reasonably may request. At any time and from time to time after the Closing, at AmSurg's request and without further consideration, Westlake and Seller agree to execute and deliver such certificates and documents as may be required in connection with any audit of the Center or its operations.
ACCESS; FURTHER ASSURANCES. (a) Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 48 hours prior notice to Seller and during Seller’s normal business hours throughout the period prior to the Closing, to all of Seller’s and its Subsidiaries’ properties, books, Contracts, commitments, reports of examination and records (including, without limitation, personnel records, subject to Section 5.1(e)) directly relating to the Acquired Assets. Purchaser will hold, and will cause such representatives to hold, such information in confidence as provided in Article 6. Except as set forth in or contemplated by the Transition Services Agreement, on the Closing Date, Seller shall deliver, and shall cause its Subsidiaries to deliver, possession to Purchaser of all Tangible Property, Business Records, Governmental Permits, Assigned Contracts and other Acquired Assets acquired by Purchaser under this Agreement. Prior to such delivery, Seller may make copies of any and all such Business Records as Seller shall in good faith determine it will require after the Closing Date; provided that Seller shall (i) not make, retain or store any originals, copies, summaries, notes or other documentation of or related to any Intellectual Property Assets used or useful in connection with any Acquired Products identified as part of Seller’s “Sahasra” product line (except that Seller may retain a single copy of such information that it reasonably believes may be necessary to defend itself in litigation, provided that (x) such information is stored at the facilities of a Third Party and (y) Seller will not use such information for any other purpose) and (ii) purge or otherwise destroy all of the foregoing in its possession, including, without limitation, all relevant files in electronic data storage; provided further that Seller shall instruct and cause all of its employees, consultants, agents and representatives to comply with this covenant. Seller will hold, and will cause its representatives to hold, such information and copies in confidence as provided in Article 6.
ACCESS; FURTHER ASSURANCES. (a) After the execution of this Agreement and continuing until the Closing, Selling Parties shall cause Seller to permit Buyer and its counsel, accountants, engineers and other representatives full access during normal business hours, upon reasonable notice, to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to Seller (including without limitation, the right to conduct any physical count of inventory of Seller or otherwise be present at or participate in any such occurrence at any time prior to the Closing) and will furnish Buyer and its representatives during such period with all such information concerning Seller's affairs and such copies of such documents relating thereto, as Buyer or its representatives may reasonably request.
ACCESS; FURTHER ASSURANCES. Seller shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. At any time and from time to time after the Closing, at Purchaser’s request and without further consideration, Seller will execute and deliver such other instruments of sale, transfer, conveyance, assignment and delivery and confirmation and take such action as Purchaser may reasonably deem necessary in order more effectively to transfer, convey and assign to Purchaser and to confirm Purchaser’s title to, the Purchased Assets.
ACCESS; FURTHER ASSURANCES. (a) After the Closing, Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 48 hours prior notice to Seller and during Seller’s normal business hours, to all of Seller’s and its Subsidiaries’ properties, books, Contracts, commitments, reports of examination and records directly relating to the Acquired Products and Acquired Assets. Purchaser will hold, and will cause such representatives to hold, such information in confidence as provided in Article 6. Except as set forth in or contemplated by the Other Transaction Documents, on the Closing Date, Seller shall deliver, and shall cause its Subsidiaries to deliver, possession to Purchaser Acquired Products and Acquired Assets acquired by Purchaser under this Agreement.
ACCESS; FURTHER ASSURANCES. (a) After the execution of this Agreement and continuing until the Closing, Seller shall permit Buyer and its counsel, accountants, engineers and other representatives full access during normal business hours to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to Seller and will furnish Buyer and its representatives during such period with all such information concerning the affairs of Seller and such copies of such documents relating thereto, as Buyer or its representatives may request.
ACCESS; FURTHER ASSURANCES. After the Closing, Buyer shall afford to Parent and its accountants and attorneys reasonable access during Buyer's normal business hours and upon reasonable notice to the books and records of Seller delivered to Buyer pursuant to this Agreement and shall permit Seller to make copies therefrom (at Seller's expense) for the purpose of preparing such tax returns of Seller as may be required after the Closing, for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations, for the defense of claims, and for other proper purposes approved in writing by Buyer (Seller may retain copies of such books and records as Seller reasonably anticipates will be required for such purposes). After the Closing, Seller shall afford to Buyer and its accountants and attorneys reasonable access during Seller's normal business hours and upon reasonable notice to the books and records of Seller to the extent required by Buyer to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations, and for other proper purposes approved in writing by Seller (Buyer may retain copies of such books and records as Buyer reasonably anticipates will be required for such purposes). Buyer and Seller from time to time after the Closing, at the request of either party and without further consideration, shall execute and deliver such further instruments, agreements and documents, and take such other action as may reasonably be required to more effectively transfer the Purchased Assets and the Assumed Liabilities to Buyer, and to consummate the other transactions contemplated herein.
ACCESS; FURTHER ASSURANCES. From and after the Effective Date of this Agreement, Buyer and its representatives and agents will have the right to access the premises of the Selling Parties during regular business hours to review, inspect and copy any and all books, records, documents or other information concerning the Assets or the operation of the Business as Buyer or its representatives or agents may reasonably request. At any time and from time to time after the Closing, at Buyer’s request and without further consideration, the Sellers will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer and to place Buyer in possession and control of, and to confirm Buyer’s title to, the Assets, and to assist Buyer in exercising all rights and enjoying all benefits with respect thereto, and as the owner of the Membership Interests.
ACCESS; FURTHER ASSURANCES. (a) Between the date of this Agreement and the Closing Date, and upon 48 hours prior notice received from Purchaser, Seller shall (a) afford Purchaser and its officers, employees, accountants, counsel and other representatives (“Purchaser Group”) reasonable access, during regular business hours, to all of Seller’s and its Subsidiaries’ properties, books, Contracts, commitments, reports of examination and records directly relating to the Acquired Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Purchaser Group with copies of all such Contracts, Governmental Permits, books and Business Records and other existing documents and data as Purchaser may reasonably request; (c) furnish Purchaser Group with such additional financial, operating and other relevant data and information as Purchaser may reasonably request; (d) afford Purchaser Group reasonable access, during Seller’s normal business hours throughout the period prior to the Closing, to all Business Employees, including, without limitation, management personnel, and their working areas, and reasonable use of telephones, facsimile machines, copy machines and other on-site facilities reasonably necessary for Purchaser Group to conduct its pre-Closing review of the Acquired Assets and evaluation of the Business Employees; and (d) otherwise cooperate and assist, to the extent reasonably requested by Purchaser, with Purchaser’s investigation of the properties, assets and financial condition related to Seller. In addition, Purchaser shall have the right to have the real property and Tangible Personal Property inspected by Purchaser Group, at Purchaser’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the real property and Tangible Personal Property. Purchaser Group shall conduct all such inspections in a manner that will minimize disruptions to the business and operations of Seller. Nothing in this Section shall be deemed to require Seller to disclose, or permit Purchase Group access to confidential information of third parties in violation of non-disclosure obligations of Seller. Purchaser shall permit access to confidential information of Seller or confidential information of third parties in Seller’s possession only to such members of the Purchaser Group who require the information to evaluate the transaction contemplated by this Agreement.
