Certain Understandings and Agreements of the Parties. 24 Section 7.1 Confidentiality.......................................................................24 Section 7.2 Further Assurances....................................................................24 Section 7.3
Certain Understandings and Agreements of the Parties. 20 SECTION 7.1 Employees ................................................ 20 SECTION 7.2 Taxes .................................................... 21 SECTION 7.3 Consents ................................................. 21 SECTION 7.4 Title .................................................... 21 SECTION 7.5 Surveys .................................................. 22 SECTION 7.6 Environmental Due Dilegence .............................. 23 SECTION 7.7
Certain Understandings and Agreements of the Parties. 5.1 OWNERSHIP OF THE FACILITY. From the date hereof until the Closing Date:
(a) without Buyer's prior written consent, Seller will not and will not agree to, except as set forth in Section 5.11 or Section 5.12, sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), the Facility or amend, terminate or renew the lease thereof;
Certain Understandings and Agreements of the Parties. 6.1 CONDUCT OF THE BUSINESS. From the date hereof until the Closing Date, BP, TA and TAFSI shall conduct the Business in the ordinary course and consistent with past practice and shall use their reasonable best efforts to preserve intact the Purchased Assets and the Business' organization and relationships and goodwill with third parties and use its reasonable efforts to keep available the services of the present officers, employees and agents of the Sellers employed primarily in the Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date:
(a) without Buyer's prior written consent, which shall not be unreasonably withheld or delayed, neither BP, TA or TAFSI or will agree to:
(i) other than in the ordinary course of the Business, purchase or otherwise acquire assets for a consideration of more than $25,000 from any Person;
(ii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any Real Property or amend or terminate any lease thereof, other than Vendor Outleases;
(iii) sell, assign, lease, license, transfer or otherwise dispose of, or mortgage, pledge or encumber (other than with Permitted Liens), any Purchased Assets (other than Real Property) or assets that would constitute Purchased Assets (other than Real Property) except (x) pursuant to existing obligations of BP, TA or TAFSI, as the case may be and as set forth in Section 6.1(a)(iii) of the Disclosure Schedule or (y) Inventory or Purchased Assets with a fair market value not in excess of $100,000 in any one or series of related transactions and in each case in the ordinary course of business;
(iv) other than in the ordinary course of the Business, amend or modify in any material respect or terminate or renew any Scheduled Contract or any other Contract entered into by BP, TA or TAFSI after the date hereof which, if in existence on the date hereof, would be required to be set forth in Section 4.13 of the Disclosure Schedule as a Scheduled Contract (each, a "Subsequent Material Contract");
(v) other than in the ordinary course of the Business, waive, cancel or take any other action materially impairing any of their rights relating to the Purchased Assets (but only with respect to Purchased Assets with a fair market value not in excess of $100,000);
(vi) commit to make capital expenditures in excess of an aggregate of $100,000 for all such capital expenditures relating to the B...
Certain Understandings and Agreements of the Parties. 5.1 Access: Due Diligence.
(a) Between the date hereof and the Closing Date, (i) authorized representatives of Parent shall have reasonable access to all properties, books, records, Contracts and documents of the Company, (ii) the Company and the Shareholders will furnish to Parent all information with respect to the Company's affairs and the Hospital that Parent and Buyer may reasonably request, and (iii) Parent and Buyer shall have the right to discuss the affairs and the Hospital of the Company with the employees of the Company; provided, however, that Parent and Buyer shall not contact any employee, customer or supplier of the Company unless such employee, customer or supplier previously has been designated in writing by the Company, or Parent and/or Buyer receives the prior authorization of the President of the Company. The Company shall have the right to have its designated representative present during any such discussions and, to the extent practical, Parent will conduct its review at a site other than the Hospital.
(b) Following the Closing, Buyer shall cause the Company to permit Sellers' representatives (including, without limitation, their counsel, accountants and auditors), during normal business hours and upon appropriate advance notice, to (i) have reasonable access to, and examine and make copies of all books and records of the Hospital and the Related Facilities, including all medical records and medical charts of any patient admitted to the Hospital and the Related Facilities, to the maximum extent permitted by law and (ii) have reasonable access without cost to the Hospital's employees and their successors, relating to transactions or events occurring prior to the Closing and Shareholders' obligations under this Agreement, as long as such requests do not unreasonably interfere with the operation of the Hospital. For a period of seven (7) years after the Closing, Buyer agrees that, prior to the destruction or disposition of any such books or records, Buyer shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Shareholders of such proposed destruction or disposal. If Shareholders desire to obtain any of such documents, they may do so by notifying Buyer in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Buyer shall cause the Company to not destroy such documents and the parties shall then promptly arrange for the delivery of such documents ...
Certain Understandings and Agreements of the Parties. Pre-Closing Covenants.
Certain Understandings and Agreements of the Parties. 14 5.1 Reasonable Efforts; Further Assurances 14 5.2 Employment Matters 14 5.3 Consents 17
Certain Understandings and Agreements of the Parties. 5.1 Reasonable Efforts; Further Assurances Each party shall use its reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to fulfill and perform its obligations in respect of this Agreement, or otherwise to consummate and make effective the transactions contemplated hereby and to cause its respective conditions set forth in Sections 6.1, 6.2 and 6.3 to be satisfied. From time to time after the Closing, each party shall execute and deliver any documents and take any other actions that the other party reasonably requests to confirm or effectuate the consummation of the transactions contemplated by this Agreement.
Certain Understandings and Agreements of the Parties. 7.1 and 7.2 Intentionally left blank.
Certain Understandings and Agreements of the Parties. 5.1. Access; Due Diligence. Between the date hereof and the Closing Date, (i) authorized representatives of Purchaser shall have reasonable access to all properties, books, records, Contracts and documents of Seller, (ii) Seller and the Shareholder will furnish to Purchaser all information with respect to Seller's affairs and the Business that Purchaser may reasonably request, and (iii) Purchaser shall have the right to discuss the affairs and the Business of Seller with the Employees; provided, however, that Purchaser shall not contact any Employee, customer or supplier of Seller unless such Employee, customer or supplier previously has been designated in writing by the Shareholder, or Purchaser receives the prior authorization of the President of Seller. The President of Seller shall have the right to be present during any such discussions and, to the extent practical, Purchaser will conduct its review at a site other than either of the Operations Facilities.
