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

Access to Information and Records Before Closing. (A) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of 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 matters relating to their history or operation. The Company and Medi- Serve shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to the books and records of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities upon reasonable notice and during normal business hours, and 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 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, the Tax Returns and related work papers since inception of the Company, Medi-Serve and the Subsidiaries; and the Company and 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 the Company, Medi-Serve and the Subsidiaries and the accuracy of the representations and warranties made in this Agreement. The Company and Medi-Serve shall cause its accountants to cooperate with Buyer and to disclose the results of audits relating to the Company, Medi-Serve and the Subsidiaries and to produce the working papers relating thereto. 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 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. (B) In the event that this Agreement is terminated as provided in Article XII. or otherwise, the Buyer shall return to the Shareholder any and all copies of financial and operating data and other information and documents and any and all other papers, instruments and things that have been provided by or taken from the Company, Medi-Serve and/or any of the Subsidiaries, or, alternatively, at the Shareholder's direction, such materials shall be destroyed and the Buyer shall certify to the Shareholder that such destruction has been effected; provided, however, Buyer shall be entitled to retain any such information in connection with any claims that have been asserted by or against it in writing.

Access to Information and Records Before Closing. (Aa) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of the Therapy Business and Sellers' financial and legal condition of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities conditions as Buyer deems necessary or advisable to familiarize itself therewith with the Therapy Business and/or with matters relating to their its history or operation. The Company and Medi- Serve Sellers shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to the Therapy Business and Sellers' books and records of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities upon reasonable notice and during normal business hoursrecords, and the Company and Medi-Serve 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 the products, services, operations and assets of assets, the Company, Medi-Serve Property and the Subsidiaries 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, the Tax Returns 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 Company, Medi-Serve and the SubsidiariesTherapy Business; and the Company and Medi-Serve 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 the Company, Medi-Serve Sellers and the Subsidiaries Therapy Business and the accuracy of the representations and warranties made in this Agreement. The Company and Medi-Serve Sellers shall cause its their accountants to cooperate with Buyer and to disclose the results of audits relating to Sellers and/or to the Company, Medi-Serve and the Subsidiaries Therapy Business and to produce the working papers relating theretotherein. Without limiting Except with respect to matters reflected in Schedules or Exhibits hereto provided to by Sellers to Buyer, no such investigation by Buyer or its representatives shall affect any of the foregoing, it is agreed that Buyer will have full access to any Sellers' or Owners' representations 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 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 warranties in this Section 7.1(a), none of the Company, Medi-Serve and the Subsidiaries shall be required Agreement or Buyer's right 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 Shareholderrely thereon. (Bb) In the event that of the termination of this Agreement is terminated prior to Closing, Buyer will deliver to Sellers all documents, work papers and other materials hereunder obtained from Sellers and relating to Sellers or the transactions herein contemplated, shall treat all information and data, written or unwritten, obtained therefrom as provided in Article XII. confidential, not to be disclosed, shall retain no copies thereof, shall not use any information or otherwise, the Buyer shall return data to the Shareholder any detriment of the Sellers, and all copies of shall instruct and cause its legal, financial and operating data and other information and documents and any and all other papers, instruments and things that have been provided by or taken from marketing consultants to do the Company, Medi-Serve and/or any of the Subsidiaries, or, alternatively, at the Shareholder's direction, such materials shall be destroyed and the Buyer shall certify to the Shareholder that such destruction has been effected; provided, however, Buyer shall be entitled to retain any such information in connection with any claims that have been asserted by or against it in writingsame.

Access to Information and Records Before Closing. (A) Prior to the Closing Date, Buyer IHS may make, or cause to be made, such investigation of the financial and legal condition of the Company, Medi-Serve, Companies and the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities Lithotripsy Practice as Buyer it deems necessary or advisable to familiarize itself therewith with the Companies and the Lithotripsy Practice and/or with matters relating to their history or operation. The Company Companies shall permit, and Medi- Serve shall cause the Lithotripsy Practice to permit Buyer IHS and its authorized representatives (including legal counsel and accountants), to have full access to the books and records of the Company, Medi-Serve, Companies and the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities Lithotripsy Practice upon reasonable notice and during normal business hours, and the Company and Medi-Serve 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 the products, services, operations and assets of the Company, Medi-Serve Companies and the Subsidiaries 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, the Tax Returns tax returns and related work papers since inception of the Company, Medi-Serve Companies and the SubsidiariesLithotripsy Practice; and the Company and Medi-Serve 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 the Company, Medi-Serve and the Subsidiaries Companies and the accuracy of the representations and warranties made in this Agreement. The Company and Medi-Serve Companies shall cause its their accountants to cooperate with Buyer IHS and to disclose the results of audits relating to the Company, Medi-Serve Companies and the Subsidiaries and Lithotripsy Practice to produce the working papers relating thereto. Without limiting any of the foregoing, it is agreed that Buyer IHS will have full access to any and all agreements between and among the previous and current Shareholder equity holders regarding their ownership of shares equity or the management or operation of the Company, Medi-Serve Companies and the SubsidiariesLithotripsy Practice. The Company and Medi-Serve Companies will, subject to mutually acceptable conditions and schedules, permit Buyer IHS (or its representatives) to meet with and interview the employees and representatives of the Company, Medi-Serve Companies and the Subsidiaries Lithotripsy Practice that are responsible for the responses to, or have information with respect to, the questions set forth on the Questionnaire. Notwithstanding anything Questionnaires referred to in the contrary contained in this Section 7.1(a), none of the Company, Medi-Serve Representation 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 ShareholderWarranty Exhibits. (B) In the event that this Agreement is terminated as provided in Article XII. or otherwise, the Buyer shall return to the Shareholder any and all copies of financial and operating data and other information and documents and any and all other papers, instruments and things that have been provided by or taken from the Company, Medi-Serve and/or any of the Subsidiaries, or, alternatively, at the Shareholder's direction, such materials shall be destroyed and the Buyer shall certify to the Shareholder that such destruction has been effected; provided, however, Buyer shall be entitled to retain any such information in connection with any claims that have been asserted by or against it in writing.

Access to Information and Records Before Closing. (A) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of Arcadia'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 of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities as Buyer deems necessary or advisable to familiarize itself therewith with Arcadia and/or with matters relating to their its history or operationoperations. The Company and Medi- Serve Arcadia shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to the Arcadia's books and records of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities upon reasonable notice and during normal business hours, and the Company and Medi-Serve 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 the Arcadia's 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, the Tax Returns Arcadia's tax returns and related work papers since inception of the Company, Medi-Serve and the Subsidiariestheir inception; and the Company and Medi-Serve 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 the Company, Medi-Serve and the Subsidiaries Arcadia and the accuracy of the representations and warranties made in this Agreement. The Company and Medi-Serve Arcadia shall cause its accountants to cooperate with Buyer and to disclose the results of audits relating to the Company, Medi-Serve and the Subsidiaries Arcadia and to produce the working papers relating thereto. 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 shareholders 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 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 ShareholderArcadia. (B) In the event that this Agreement is terminated as provided in Article XII. or otherwise, the Buyer shall return to the Shareholder any and all copies of financial and operating data and other information and documents and any and all other papers, instruments and things that have been provided by or taken from the Company, Medi-Serve and/or any of the Subsidiaries, or, alternatively, at the Shareholder's direction, such materials shall be destroyed and the Buyer shall certify to the Shareholder that such destruction has been effected; provided, however, Buyer shall be entitled to retain any such information in connection with any claims that have been asserted by or against it in writing.

Access to Information and Records Before Closing. (Aa) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of the Facility and Seller's financial and legal condition of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities conditions as Buyer deems necessary or advisable to familiarize itself therewith with the Facility and/or with matters relating to their its history or operation. The Company and Medi- Serve Seller shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to the Facility and Seller's books and records of the Company, Medi-Serve, the Subsidiaries, the Magnolia Facilities and Medi-Serve Facilities upon reasonable notice and during normal business hours, and the Company and Medi-Serve 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 the products, services, operations and assets of assets, the Company, Medi-Serve Property and the Subsidiaries Facility as Buyer shall from time to time reasonably request. The documents to which the Buyer shall have access shall include, but not be limited to, the Tax Returns to Seller's 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 Company, Medi-Serve and the SubsidiariesFacility; and the Company and Medi-Serve Seller 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 the Company, Medi-Serve Seller and the Subsidiaries Facility and the accuracy of the representations and warranties made in this Agreement. The Company and Medi-Serve Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits relating to Seller and/or to the Company, Medi-Serve and the Subsidiaries Facility and to produce the working papers relating thereto. Without limiting No such investigation by Buyer or its representatives shall affect any of the foregoing, it is agreed that Buyer will have full access to any Seller's representations 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 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 warranties in this Section 7.1(a), none of the Company, Medi-Serve and the Subsidiaries shall be required Agreement or Buyer's right 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 Shareholderrely thereon. (Bb) In the event that of the termination of this Agreement is terminated as provided in Article XII. or otherwiseprior to Closing, the Buyer shall return will deliver to the Shareholder any and Seller all copies of financial and operating data documents, work papers and other information materials hereunder obtained from Seller and documents and any and all other papers, instruments and things that have been provided by relating to Seller or taken from the Company, Medi-Serve and/or any of the Subsidiaries, or, alternatively, at the Shareholder's direction, such materials shall be destroyed and the Buyer shall certify to the Shareholder that such destruction has been effected; provided, however, Buyer shall be entitled to retain any such information in connection with any claims that have been asserted by or against it in writingtransactions herein contemplated.

Access to Information and Records Before Closing. (A) Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of the financial and legal condition of the Company, Medi-Serve, the Subsidiaries, Subsidiaries and the Magnolia Facilities and Medi-Serve Facilities as Buyer deems necessary or advisable to familiarize itself therewith and/or with matters relating to their history or operation. The Company and Medi- Serve shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to the books and records of the Company, Medi-Serve, the Subsidiaries, Subsidiaries and the Magnolia Facilities and Medi-Serve Facilities upon reasonable notice and during normal business hours, and 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 the products, services, operations and assets of the Company, Medi-Serve 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, the Tax Returns and related work papers since inception of the Company, Medi-Serve Company and the Subsidiaries; and the Company and 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 the Company, Medi-Serve Company and the Subsidiaries and the accuracy of the representations and warranties made in this Agreement. The Company and Medi-Serve shall cause its accountants to cooperate with Buyer and to disclose the results of audits relating to the Company, Medi-Serve Company and the Subsidiaries and to produce the working papers relating thereto. 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 shareholders regarding their ownership of shares or the management or operation of the Company, Medi-Serve Company 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 the employees and representatives of the Company, Medi-Serve 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 7.1(a)8.1, none of the Company, Medi-Serve 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, Medi-Serve, any Subsidiary or any Shareholder. (B) In the event that this Agreement is terminated as provided in Article XII. or otherwise, the Buyer shall return to the Shareholder any and all copies of financial and operating data and other information and documents and any and all other papers, instruments and things that have been provided by or taken from the Company, Medi-Serve and/or any of the Subsidiaries, or, alternatively, at the Shareholder's direction, such materials shall be destroyed and the Buyer shall certify to the Shareholder that such destruction has been effected; provided, however, Buyer shall be entitled to retain any such information in connection with any claims that have been asserted by or against it in writing.