Common use of Access to Information and Records Before Closing Clause in Contracts

Access to Information and Records Before Closing. Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of each Seller's financial and legal condition as Buyer deems necessary or advisable to familiarize itself with such Seller and/or matters relating to its history or operation. Each Seller shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to each Seller's books and records in the possession or under the effective control of any Group Participant upon reasonable notice and during normal business hours, and Seller will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to such Seller's products, services, operations and assets as Buyer shall from time to time reasonably request. The documents to which Buyer shall have access shall include, but not be limited to, each Seller's tax returns and related work papers since its inception (to the extent in the possession or control of any Group Participant on or after the date hereof) and each Seller shall make, or cause to be made, extracts thereof as Buyer or its representatives may request from time to time to enable Buyer and its representatives to investigate the affairs of each Seller and the accuracy of the representations and warranties made in this Agreement. Each Seller shall use its best efforts to cause Seller's accountants to cooperate with Buyer and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller and to produce the working papers relating thereto. Sellers will, subject to mutually acceptable conditions and schedules, permit Buyer (or its representatives) to meet with and interview Seller's employees and representatives that are responsible for the responses to, or have information with respect to, the questions set forth on the Questionnaire.

Access to Information and Records Before Closing. Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of each Seller's the financial and legal condition of the Company, the Subsidiaries and the Facilities as Buyer deems necessary or advisable to familiarize itself therewith and/or with such Seller and/or matters relating to its their history or operation. Each Seller The Company shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to each Seller's the books and records in of the possession or under Company, the effective control of any Group Participant Subsidiaries and the Facilities upon reasonable notice and during normal business hours, and Seller the Company will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to such Seller's the products, services, operations and assets of the Company and the Subsidiaries as Buyer shall from time to time reasonably request. The documents to which Buyer shall have access shall include, but not be limited to, each Seller's tax returns the Tax Returns and related work papers since its inception (to of the extent in Company and the possession or control of any Group Participant on or after Subsidiaries; and the date hereof) and each Seller Company shall make, or cause to be made, extracts thereof as Buyer or its representatives may request from time to time to enable Buyer and its representatives to investigate the affairs of each Seller the Company and the Subsidiaries and the accuracy of the representations and warranties made in this Agreement. Each Seller The Company shall use cause its best efforts to cause Seller's accountants to cooperate with Buyer and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller the Company and the Subsidiaries and to produce the working papers relating thereto. Sellers Without limiting any of the foregoing, it is agreed that Buyer will have full access to any and all agreements between and among the previous and current shareholders regarding their ownership of shares or the management or operation of the Company and the Subsidiaries. The Company will, subject to mutually acceptable conditions and schedules, permit Buyer (or its representatives) to meet with and interview Seller's the employees and representatives of the Company and the Subsidiaries that are responsible for the responses to, or have information with respect to, the questions set forth on the Questionnaire. Notwithstanding anything to the contrary contained in this Section 8.1, none of the Company and the Subsidiaries shall be required to disclose or make available to Buyer prior to Closing any information if it reasonably believes, based on the opinion of its legal counsel, that the disclosure thereof can not be made without waiving the attorney/client privilege with respect thereto; provided, however, that the failure to disclose such information by reason of this sentence shall not be deemed to limit or modify any representations or warranties of the Company, any Subsidiary or any Shareholder.

Access to Information and Records Before Closing. Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of each SellerArcadia's (it being understood that, for the purpose of this Article VIII, "Arcadia" shall be deemed to refer collectively to Arcadia and its subsidiaries listed on Schedule 5.23) financial and legal condition as Buyer deems necessary or advisable to familiarize itself with such Seller Arcadia and/or matters relating to its history or operationoperations. Each Seller Arcadia shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to each SellerArcadia's books and records in the possession or under the effective control of any Group Participant upon reasonable notice and during normal business hours, and Seller Arcadia will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to such SellerArcadia's products, services, operations and assets as Buyer shall from time to time reasonably request. The documents to which Buyer shall have access shall include, but not be limited to, each SellerArcadia's tax returns and related work papers since its inception (to the extent in the possession or control of any Group Participant on or after the date hereof) their inception; and each Seller Arcadia shall make, or cause to be made, extracts thereof as Buyer or its their representatives may request from time to time to enable Buyer and its their representatives to investigate the affairs of each Seller Arcadia and the accuracy of the representations and warranties made in this Agreement. Each Seller Arcadia shall use cause its best efforts to cause Seller's accountants to cooperate with Buyer and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller Arcadia and to produce the working papers relating thereto. Sellers willWithout limiting any of the foregoing, subject it is agreed that Buyer will have full access to mutually acceptable conditions any and schedules, permit Buyer (all agreements between and among the previous and current shareholders regarding their ownership of shares or its representatives) to meet with and interview Seller's employees and representatives that are responsible for the responses to, management or have information with respect to, the questions set forth on the Questionnaireoperation of Arcadia.

Access to Information and Records Before Closing. (A) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of each Seller's the financial and legal condition of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities as Buyer deems necessary or advisable to familiarize itself therewith and/or with such Seller and/or matters relating to its their history or operation. Each Seller The Company and Medi- Serve shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to each Seller's the books and records in of the possession or under Company, Medi-Serve, the effective control of any Group Participant Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities upon reasonable notice and during normal business hours, and Seller the Company and Medi-Serve will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to such Seller's the products, services, operations and assets of the Company, Medi-Serve and the Subsidiaries as Buyer shall from time to time reasonably request. The documents to which Buyer shall have access shall include, but not be limited to, each Seller's tax returns the Tax Returns and related work papers since its inception (to of the extent in Company, Medi-Serve and the possession or control of any Group Participant on or after Subsidiaries; and the date hereof) Company and each Seller Medi-Serve shall make, or cause to be made, extracts thereof as Buyer or its representatives may request from time to time to enable Buyer and its representatives to investigate the affairs of each Seller the Company, Medi-Serve and the Subsidiaries and the accuracy of the representations and warranties made in this Agreement. Each Seller The Company and Medi-Serve shall use cause its best efforts to cause Seller's accountants to cooperate with Buyer and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller the Company, Medi-Serve and the Subsidiaries and to produce the working papers relating thereto. Sellers Without limiting any of the foregoing, it is agreed that Buyer will have full access to any and all agreements between and among the previous and current Shareholder regarding their ownership of shares or the management or operation of the Company, Medi-Serve and the Subsidiaries. The Company and Medi-Serve will, subject to mutually acceptable conditions and schedules, permit Buyer (or its representatives) to meet with and interview Seller's the employees and representatives of the Company, Medi-Serve and the Subsidiaries that are responsible for the responses to, or have information with respect to, the questions set forth on the Questionnaire. Notwithstanding anything to the contrary contained in this Section 7.1(a), none of the Company, Medi-Serve and the Subsidiaries shall be required to disclose or make available to Buyer prior to Closing any information if it reasonably believes, based on the opinion of its legal counsel, that the disclosure thereof can not be made without waiving the attorney/client privilege with respect thereto; provided, however, that the failure to disclose such information by reason of this sentence shall not be deemed to limit or modify any representations or warranties of the Company, Medi-Serve, any Subsidiary or Shareholder.

Access to Information and Records Before Closing. (a) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of each Seller's the Therapy Business and Sellers' financial and legal condition conditions as Buyer deems necessary or advisable to familiarize itself with such Seller the Therapy Business and/or matters relating to its history or operation. Each Seller Sellers shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to each Seller's the Therapy Business and Sellers' books and records in the possession or under the effective control of any Group Participant upon reasonable notice and during normal business hoursrecords, and Seller Sellers will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to such Seller's the products, services, operations and assets assets, the Property and the Therapy Business as Buyer shall from time to time reasonably request. The documents to which the Buyer shall have access shall include, include but not be limited to, each Seller's to Sellers' tax returns and related work papers since its inception (and printouts of patient or resident account information maintained by or on behalf of any person with respect to the extent in the possession or control of any Group Participant on or after the date hereof) Therapy Business; and each Seller Sellers shall make, or cause to be made, extracts thereof as Buyer or its representatives may request from time to time time, to enable Buyer and its representatives to investigate the affairs of each Seller Sellers and the Therapy Business and the accuracy of the representations and warranties made in this Agreement. Each Seller Sellers shall use its best efforts to cause Seller's their accountants to cooperate with Buyer and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller Sellers and/or to the Therapy Business and to produce the working papers relating theretotherein. Except with respect to matters reflected in Schedules or Exhibits hereto provided to by Sellers willto Buyer, subject to mutually acceptable conditions and schedules, permit no such investigation by Buyer (or its representatives) representatives shall affect any of the Sellers' or Owners' representations and warranties in this Agreement or Buyer's right to meet with and interview Seller's employees and representatives that are responsible for the responses to, or have information with respect to, the questions set forth on the Questionnairerely thereon.

Access to Information and Records Before Closing. Prior to the Closing Date, Buyer IHS may make, or cause to be made, such investigation of each Seller's the financial and legal condition of the Companies and the Lithotripsy Practice as Buyer it deems necessary or advisable to familiarize itself with such Seller the Companies and the Lithotripsy Practice and/or matters relating to its their history or operation. Each Seller The Companies shall permit, and shall cause the Lithotripsy Practice to permit Buyer IHS and its authorized representatives (including legal counsel and accountants), to have full access to each Seller's the books and records in of the possession or under Companies and the effective control of any Group Participant Lithotripsy Practice upon reasonable notice and during normal business hours, and Seller the Companies will furnish, or cause to be furnished, to Buyer IHS such financial and operating data and other information and copies of documents with respect to such Seller's the products, services, operations and assets of the Companies and the Lithotripsy Practice as Buyer IHS shall from time to time reasonably request. The documents to which Buyer IHS shall have access shall include, but not be limited to, each Seller's the tax returns and related work papers since its inception (to of the extent in Companies and the possession or control of any Group Participant on or after Lithotripsy Practice; and the date hereof) and each Seller Companies shall make, or cause to be made, extracts thereof as Buyer or IHS and its representatives may request from time to time to enable Buyer IHS and its representatives to investigate the affairs of each Seller the Companies and the accuracy of the representations and warranties made in this Agreement. Each Seller The Companies shall use its best efforts to cause Seller's their accountants to cooperate with Buyer IHS and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller the Companies and the Lithotripsy Practice to produce the working papers relating thereto. Sellers Without limiting any of the foregoing, it is agreed that IHS will have full access to any and all agreements between and among the previous and current equity holders regarding their ownership of equity or the management or operation of the Companies and the Lithotripsy Practice. The Companies will, subject to mutually acceptable conditions and schedules, permit Buyer IHS (or its representatives) to meet with and interview Seller's the employees and representatives of the Companies and the Lithotripsy Practice that are responsible for the responses to, or have information with respect to, the questions set forth on the QuestionnaireQuestionnaires referred to in the Representation and Warranty Exhibits.