Access Pending the Closing Sample Clauses

Access Pending the Closing. During the period commencing on the date of this Agreement and continuing through the Closing Date, the Acquired Companies, upon reasonable prior notice from Buyer to the Acquired Companies, will, and Seller will cause the Acquired Companies to, (a) afford to Buyer and its representatives, at all reasonable times during normal business hours, full and complete access to the SPR Companies’ personnel, professional advisors, properties, contracts, Books and Records and other documents and data; provided, however, that Buyer will not be given access to any compensation data paid to any Physician Member, (b) furnish Buyer and its representatives with copies of all such Contracts, Books and Records, and other existing documents and data as Buyer may request, (c) furnish Buyer and their representatives with such additional financial, operating, and other data and information as Buyer may request and (d) otherwise cooperate with Buyer’s investigation into the SPR Companies and the Business. No information or knowledge obtained in any investigation pursuant to this Section 5.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby.
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Access Pending the Closing. During the period commencing on the date of this Agreement and continuing through the Closing Date, Seller will (i) afford to Purchaser and its representatives, at all reasonable times during normal business hours, full and complete access to the Employees, and to Seller’s properties, contracts, Books and Records and other documents and data (including access to all Source Code related to the Products) related to the Acquired Business, (ii) furnish Purchaser and its representatives with copies of all such Contracts, Books and Records, and other existing documents and data related to the Acquired Business as Purchaser may reasonably request, and (iii) furnish Purchaser and its representatives with such additional financial (including Tax Returns and supporting documentation), operating, and other data and information as Purchaser may reasonably request, in each case relating to the Acquired Business. No information or knowledge obtained in any investigation pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby.
Access Pending the Closing. During the period commencing on the date of this Agreement and continuing through the Closing Date, the Acquired Companies, upon reasonable prior notice from Buyer to the Acquired Companies, will (a) afford to Buyer and its representatives, at all reasonable times during normal business hours, full and complete access to the Acquired Companies’ personnel, professional advisors, properties, contracts, Books and Records and other documents and data, (b) furnish Buyer and its representatives with copies of all such Contracts, Books and Records, and other existing documents and data as Buyer may request, (c) furnish Buyer and their representatives with such additional financial, operating, and other data and information as Buyer may request and (d) otherwise cooperate with Buyer’s investigation into the Acquired Companies and the Business. No information or knowledge obtained in any investigation pursuant to this Section 5.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby.
Access Pending the Closing. Prior to the Closing, Seller will provide Buyers and their counsel, accountants and other representatives reasonable access during normal business hours with copies of Seller s contracts, commitments and records and other business and financial information that relate to the Products.
Access Pending the Closing. During the period commencing on the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing Date, the Seller will, upon reasonable prior notice from Buyer to Seller, (a) afford to Buyer and its representatives, at all reasonable times during normal business hours, full and complete access to any Member’s personnel, properties, Contracts, books and records and other documents and data (but not Source Code) that relate to the Business, (b) furnish Buyer and its representatives with all other information relating to the Business as Buyer may reasonably request, and (c) furnish Buyer and its representatives true, correct and complete copies of such additional financial (including Contracts, Tax Returns and supporting documentation), operating, and other data and information as Buyer may reasonably request, in each case relating to the Business.
Access Pending the Closing. During the period commencing on the date of this Agreement and continuing through the earlier of the last Closing pursuant to this Agreement and the termination of this Agreement pursuant to Article IX, HBDC, upon reasonable prior notice from eHealth to HBDC, will (i) afford eHealth and its representatives, at all reasonable times during normal business hours, reasonable access to HBDC’s and its Subsidiaries’ personnel, professional advisors, properties, contracts, Books and Records and other documents and data relating to the Transition Policies, the Transition Assets and/or the Assumed Obligations, (ii) furnish eHealth and its representatives with copies of all Contracts, Books and Records, and other existing documents and data as eHealth may reasonably request, and (iii) furnish eHealth with such additional data and information as eHealth may reasonably request, in each case relating to the Transition Policies, Transition Assets or the Assumed Obligations. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated hereby.

Related to Access Pending the Closing

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of Business Pending the Closing The Company covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing (A) unless the Investors otherwise agree in writing, (B) except as set forth in Section 6.1 of the Company Disclosure Schedule or (C) except for those actions specifically set forth in Sections 2.06(i), (ii) or (iii) of the Stockholders Agreement, in the form attached hereto as Exhibit C, which are permitted to be taken by the Company or its Significant Subsidiaries without the approval of a majority of the directors to be appointed by the Investors to the Board of Directors, the Company shall, and shall cause each of its Significant Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice; (ii) use reasonable best efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other persons with which it has significant business relationships; (iii) use its reasonable best efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice; (iv) use its reasonable best efforts to preserve the goodwill and ongoing operations of its business; (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice; and (vi) comply in all material respects with applicable Laws. Notwithstanding the foregoing and except as expressly contemplated by this Agreement or as set forth on Section 6.1 of the Company Disclosure Schedule, between the date of this Agreement and the Closing, the Company shall not, and shall cause each of its Significant Subsidiaries not to, do any of the following without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed:

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Covenants Pending Closing Pending the Closings, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the prior written consent of the Majority Holders, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investors of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

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