Common use of ACCESS; FURTHER ASSURANCES Clause in Contracts

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 consideration, Westlake 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) 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 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, 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 -------------------------------------------------------------------------------- Asset Purchase Agreement/Page 10 11 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 consideration, Westlake 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) Westlake 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 infor mation 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, Westlake Seller and Seller 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. (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 Seller 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 Seller 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 consideration, Westlake the 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) Westlake 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 infor mation 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, Westlake Seller and Seller the 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) 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 Seller 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 Seller 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 consideration, Westlake the 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) Westlake Seller will accord to AmSurg, its counsel, accountants, and other representatives, from the date hereof and at any time all reasonable times 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 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, Westlake Seller and Seller 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. (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 Seller 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 Seller 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 consideration, Westlake the 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) Westlake 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 CenterCenters, and will furnish AmSurg during such period with all such infor mation concerning the business and operations of the CenterCenters, 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 Seller and Seller the Doctors agree to execute and deliver such certificates and documents as may be required in connection with any audit of the Center Centers 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 Seller will deliver to AmSurg an unaudited statement of income for the Center Centers for the quarter and the period then ended, and an unaudited balance sheet and a detail of patient accounts receivable for the Center Centers 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 Seller 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 consideration, Westlake the 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) 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 Westlake, Seller and Seller Doctor 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 consideration, Doctor 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. (e) At any time and from time to time after the Closing, at AmSurg's request and without further consideration, Westlake 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) Westlake Seller will accord to AmSurg, its counsel, accountants, and other representatives, from the date hereof and at any time after the until Closing, full access to all of the properties, books, contracts, commitments, financial information and records of Seller and the Center, and will furnish AmSurg during such period with all such infor mation concerning the business and operations of Seller and 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 Seller and Seller the Doctors agree to execute and deliver such certificates and documents as may be reasonably and lawfully required in connection with any audit by Deloitte & Touche LLP of Seller or the Center or its their 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 Seller will deliver to AmSurg an unaudited statement of income for the Center Seller for the quarter and the period then ended, and an unaudited balance sheet and a detail of patient accounts receivable for the Center Seller 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 Seller 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 Operating Information"). All such Ongoing Quarterly 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 reasonable 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 theretoInterest. (d) At any time and from time to time after the Closing, at AmSurg's reasonable request and without further consideration, Westlake the 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 issue, 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 theretoInterest.

ACCESS; FURTHER ASSURANCES. (a) Westlake Seller will accord to AmSurg, its counsel, accountants, 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 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, Westlake Seller and Seller 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 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 Seller 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 Seller 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 consideration, Westlake 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) Westlake Seller will accord to AmSurgAHI, its counsel, accountants, 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 AHI during such period with all such infor mation information concerning the business and operations of the Center, as AmSurg AHI reasonably may request. At any time and from time to time after the Closing, at AmSurgAHI's request and without further consideration, Westlake Seller and Seller 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 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 Seller will deliver to AmSurg AHI 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 Seller will deliver to AmSurg AHI 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 AmSurgAHI'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 AHI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to AmSurg AHI and to place AmSurg AHI in possession and control of and to confirm AmSurgAHI's title to, the Purchased Assets, and to assist AmSurg AHI in exercising all rights and enjoying all benefits with respect thereto. (d) At any time and from time to time after the Closing, at AmSurgAHI's request and without further consideration, Westlake Doctors will execute and deliver such other instruments of sale, transfer, conveyance, assignment and delivery and confirmation and take such action as AmSurg AHI may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to AmSurg AHI and to place AmSurg AHI in possession and control of and to confirm AmSurgAHI's title to, the Purchased Assets, and to assist AmSurg AHI in exercising all rights and enjoying all benefits with respect thereto.

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 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, Westlake Westlake, Seller and Seller Doctor 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 consideration, Doctor will execute and deliver Asset Purchase Agreement/Page 10 -------------------------------------------------------------------------------- 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. (e) At any time and from time to time after the Closing, at AmSurg's request and without further consideration, Westlake 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) Westlake 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 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 Seller and Seller 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. (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 Seller 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 Seller 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 consideration, Westlake the 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) Westlake Sellers 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 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, Westlake Sellers and Seller 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. (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 Sellers 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 Sellers 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 Sellers 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 consideration, Westlake the 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.