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.
(b) From the date hereof until the Closing, as soon as reasonably practicable after the end of each quarter, but not later than the 15th day of the next succeeding month, Westlake will deliver to AmSurg an unaudited statement of income for the Center for the quarter and the period then ended, and an unaudited balance sheet and a detail of patient accounts receivable for the Center as at the quarter then ended ("Ongoing Quarterly Financial Information"). In addition, as soon as reasonably practicable after the end of each month, but not later than the 15th day of the next succeeding month, Westlake will deliver to AmSurg a statement of (i) the number of procedures performed, (ii) the billed charges, and (iii) the cash collections, all with respect to the prior month ("Ongoing Monthly Financial Information") (the Ongoing Quarterly Financial Information and the Ongoing Monthly Financial Information are collectively referred to as the "Ongoing Financial Information"). All such Ongoing Financial Information shall be prepared in accordance with generally accepted accounting principles consistent with prior practice.
(c) At any time and from time to time after the Closing, at AmSurg'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 AmSurg may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to AmSurg and to place AmSurg in possession and control of and to confirm AmSurg's title to, the Purchased Assets, and to assist AmSurg in exercising all rights and enjoying all benefits with respect thereto.
(d) At any time and from time to time after the Closing, at AmSurg's request and without further consi...
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.
(b) Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 24 hours prior notice to Seller and 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 telep...
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.
(b) At any time and from time to time after the Closing, at Buyer's request and without further consideration, Selling Parties will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as the 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.
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) Doctors 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, Doctors agree to execute and deliver such certificates and documents as may be reasonably required in connection with any audit of the Center or its operations.
(b) At any time and from time to time after the Closing, at AmSurg's request and without further consideration, Doctors will execute and deliver such other instruments of sale, transfer, conveyance, assignment and delivery and confirmation and take such action as AmSurg may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to AmSurg and to place AmSurg in possession and control of and to confirm AmSurg's title to, the Purchased Assets, and to assist AmSurg in exercising all rights and enjoying all benefits with respect thereto.
ACCESS; FURTHER ASSURANCES. (a) From time to time after the Closing, at AmSurg's request and without further consideration, Seller and 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.
(b) From time to time after the Closing, at AmSurg'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 AmSurg may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to AmSurg and to place AmSurg in possession and control of and to confirm AmSurg's title to, the Purchased Assets, and to assist AmSurg in exercising all rights and enjoying all benefits with respect thereto.
(c) From time to time after the Closing, at AmSurg's request and without further consideration, Doctors will execute and deliver such other instruments of sale, transfer, conveyance, assignment and delivery and confirmation and take such action as AmSurg may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to AmSurg and to place AmSurg in possession and control of and to confirm AmSurg's title to, the Purchased Assets, and to assist AmSurg in exercising all rights and enjoying all benefits with respect thereto.
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 Temple or of Seller as they may relate to the Assets (including without limitation, the right to conduct any physical count of inventory of Temple or otherwise be present at or participate in any such occurrence at any time prior to the Closing), provided that there is no significant disruption of Seller's business activities, and will furnish Buyer and its representatives during such period with all such information concerning Temple's affairs and such copies of such documents relating thereto, as Buyer or its representatives may request.
(b) At any time and from time to time after the Closing, at Buyer'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 the 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.
ACCESS; FURTHER ASSURANCES. (a) After the execution of this Agreement and continuing until the Closing, CBSC shall permit Parent and its counsel, accountants, engineers and other representatives reasonable access upon reasonable prior notice during normal business hours to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to CBSC and will furnish Parent and its representatives during such period with all such information concerning CBSC's affairs and such copies of such documents relating thereto, as Parent or its representatives may reasonably request.
(b) At any time and from time to time after the Closing, at Parent's request and expense and without further consideration, CBSC will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as may be reasonably required in order more effectively to transfer, convey and assign to Parent and to place Parent in possession and control of, and to confirm Parent's title to, the CBSC Shares.
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) After the execution of this Agreement and continuing until the Closing, DeKalb shall permit Parent and its counsel, accountants, engineers and other representatives reasonable access upon reasonable prior notice during normal business hours to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to DeKalb and will furnish Parent and its representatives during such period with all such information concerning DeKalb's affairs and such copies of such documents relating thereto, as Parent or its representatives may reasonably request.
(b) At any time and from time to time after the Closing, at Parent's request and expense and without further consideration, DeKalb will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as may be reasonably required in order more effectively to transfer, convey and assign to Parent and to place Parent in possession and control of, and to confirm Parent's title to, the DeKalb Shares.
