Access to Information and Records. During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.
Access to Information and Records. The Sellers agree that during the period after the date hereof and prior to the Closing, Purchaser, its counsel, accountants and other representatives shall be provided (i) reasonable access during normal business hours to all of the properties, books, records, contracts and documents of the Company for the purpose of such inspection, investigation and testing as Purchaser deems appropriate (and Sellers shall furnish or cause to be furnished to Purchaser and its representatives all information with respect to the business and affairs of the Company as Purchaser may reasonably request); (ii) reasonable access to employees and agents of the Company for such meetings and communications as Purchaser reasonably desires; and (iii) with the prior consent of the Company in each instance (which consent shall not be unreasonably withheld), access to vendors, customers, and others having business dealings with the Company.
Access to Information and Records. Provider agrees that (a) it will forward all pertinent information relating to the health care of Enrollees to Enrollees' primary care provider and, as required, to Managed Care Plan in a timely fashion; (b) ILS Community Network, Managed Care Plan any Federal or State regulatory authority, or any designee shall have timely access, during normal business hours, on at least twenty-four (24) hours advance notice, or such shorter notice as may be imposed on ILS Community Network or Managed Care Plan by a Federal or State regulatory agency or accreditation organization, to all data and information obtained, created or collected by Provider, or any Affiliates, related to Enrollees relevant to this Agreement and necessary for payment of claims; (c) ILS Community Network and Managed Care Plan (including ILS Community Network and Managed Care Plan's authorized designee) and Federal, state, and local Government Sponsor and their agents having jurisdiction, including but not limited to DHHS, State Medicaid Agency, MPI and MFCU, upon request, shall have the right to inspect, review, make copies, evaluate and audit all of the following related to this Agreement, all pertinent books, financial records, medical/case records, and other documents, papers and records (including, but not limited to, contracts and medical and financial records) and information relating to this Agreement and to those services rendered by Provider to Enrollees ("Records"); (d) consistent with the consents and authorizations required by this Agreement, ILS Community Network and Managed Care Plan or its agents or designees shall have access to Enrollee Records for the purpose of assessing quality of services, conducting audits, and, where applicable, performing utilization management functions; (e) applicable Federal and State authorities and their agents shall have access to any Records pertinent to the Government Sponsored program contract and for assessing the quality, appropriateness and timeliness of services or investigating Enrollee grievances or complaints; and (f) where applicable, Enrollees shall have access to their health information as required by 45 C.F.R. § 164.524 and applicable State law, be provided with an accounting of disclosures of information when and as required by 45 C.F.R. § 164.528 and applicable State law, and have the opportunity to amend or correct the information as required by 45 C.F.R. § 164.526 and applicable State law. Provider agrees to supply copies of inform...
Access to Information and Records. During the period prior to the Closing, Shareholders shall cause Company to give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of Company for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and Company shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of Company as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) with the prior consent of Company in each instance (which consent shall not be unreasonably withheld), access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with Company.
Access to Information and Records. After the Closing, each party will afford the other party, its counsel, accountants and other representatives, during normal business hours, reasonable access to the books, records and other data in such party’s possession relating directly or indirectly to the properties, liabilities or operations of the Business, with respect to periods prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party for any proper business purpose. Each party agrees for a period extending six years after the Closing not to destroy or otherwise dispose of any such records without first offering in writing to surrender such records to the other party, which party shall have ten (10) days after such offer to agree in writing to take possession thereof.
Access to Information and Records. 16 Conduct of Business Pending the Closing........................................................................ 16 Consents....................................................................................................................... 17
Access to Information and Records. At all times prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to creditors, vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller, SFC, Xxxxxxx Xxxxx or Xxxxxxxx Xxxxx, it being the intent of the parties that Buyer shall have the right to discuss such matters as Outback determines appropriate for the purpose of facilitating the completion of the transactions contemplated herein, including the termination of the Franchise Agreements, the Settlement Agreement and the Asset Purchase Agreement, and the terms of the transactions provided for therein, with all creditors of Seller, SFC, Xxxxxxx Xxxxx or Xxxxxxxx Xxxxx .
Access to Information and Records. During the period prior to the Closing, Shareholders shall cause the Company to give MIOA, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Company for the purpose of such inspection, investigation and testing as MXXX xxxxx appropriate (and the Company shall furnish or cause to be furnished to MIOA and its representatives all information with respect to the business and affairs of the Company as MIOA may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as MIOA reasonably desires; and (iii) with the prior consent of the Company in each instance (which consent shall not be unreasonably withheld), access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Company.
Access to Information and Records. (a) During the period prior to the Closing, Company shall, and Sellers shall cause Company to, give Buyer and its counsel, accountants and other representatives: (i) access to all of the properties, books, records, contracts and documents of Company and its Subsidiaries for the purpose of such inspection, investigation and testing as Buyer deems reasonably appropriate (and Company and Sellers shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of Company and its Subsidiaries as Buyer may reasonably request); (ii) reasonable access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) reasonable access to vendors, customers and others having business dealings with Company or its Subsidiaries.
(b) Each of the Sellers agrees that, following the Closing Date, it shall not, disclose to any Person not employed by Buyer or an Affiliate of Buyer or not engaged to render services to Buyer or an Affiliate of Buyer, or use for the benefit of itself or others, any confidential information or trade secrets of Company or its Subsidiaries; provided, however, that this Section 6.2(b) shall not preclude any Seller from use or disclosure of such information (i) if use or disclosure of such information is required by applicable Law, (ii) if use or disclosure of such information is required in connection with any bona fide claim against or involving such Seller or (iii) such information is readily ascertainable from public information; provided, further, that in the case of clauses (i) and (ii), the applicable Seller thereof shall provide Buyer, to the extent practicable, with adequate prior notice to allow Buyer to seek an appropriate protective order, and shall reasonably cooperate with Buyer in connection therewith.
Access to Information and Records. All Project Participants shall provide MDHHS with access to such information and records consistent with relevant federal and state law as may be necessary to assess appropriate reimbursement levels and to otherwise monitor and evaluate the Project.
