Common use of Due Diligence Access and Investigation Clause in Contracts

Due Diligence Access and Investigation. ProMed Company and ProMed Subsidiary shall, through the Closing Date, (a) afford Holdings and its representatives and attorneys (collectively, the “Prospect Advisors”) full and free access to ProMed Company and ProMed Subsidiary’s properties, contracts, books and records, and other documents and data during normal business hours, (b) furnish Holdings and the Prospect Advisors with copies of all such contracts, books and records, and other existing documents and data as Holdings may reasonably request, and (c) furnish Holdings and the Prospect Advisors with such additional financial, operating, and other data and information as Holdings may reasonably request, including such information necessary to allow Holdings to make a determination of the adequacy and sufficiency of the internal controls of ProMed Company and ProMed Subsidiary (collectively, “Due Diligence Materials”). ProMed Company and ProMed Subsidiary shall permit the Prospect Advisors to make copies of the Due Diligence Materials. Neither Holdings nor the Prospect Advisors shall disclose the contents of any of said Due Diligence Materials to any third party without prior written consent of the Principal ProMed Shareholders, except: (i) as required by law; (ii) as may be reasonably necessary in connection with any litigation or dispute arising out of this Agreement or any of the transactions contemplated hereunder; (iii) information contained in any such materials that was already in the possession of Holdings prior to the date of commencement of negotiations between the ProMed Parties and Holdings; (iv) information contained in any such materials that is or becomes generally available to the public other than as a result of a disclosure by Holdings or its agents or employees in violation of this Section and (v) as necessary in the reasonable operation of the business of ProMed Company and ProMed Subsidiary and the management obligations of the same after the Closing Date.

Due Diligence Access and Investigation. ProMed Company and ProMed Subsidiary Pomona shall, through the Closing Date, (a) afford Holdings Group and its representatives and attorneys (collectively, the “Prospect Advisors”) full and free access to ProMed Company and ProMed SubsidiaryPomona’s properties, contracts, books and records, and other documents and data during normal business hours, (b) furnish Holdings Group and the Prospect Advisors with copies of all such contracts, books and records, and other existing documents and data as Holdings Group may reasonably request, and (c) furnish Holdings Group and the Prospect Advisors with such additional financial, operating, and other data and information as Holdings Group may reasonably request, including such information necessary to allow Holdings Group to make a determination of the adequacy and sufficiency of the internal controls of ProMed Company and ProMed Subsidiary Pomona (collectively, “Due Diligence Materials”). ProMed Company and ProMed Subsidiary Pomona shall permit the Prospect Advisors to make copies of the Due Diligence Materials. Neither Holdings Group nor the Prospect Advisors shall disclose the contents of any of said Due Diligence Materials to any third party without prior written consent of the Principal ProMed Shareholders, except: (i) as required by law; (ii) as may be reasonably necessary in connection with any litigation or dispute arising out of this Agreement or any of the transactions contemplated hereunder; (iii) information contained in any such materials that was already in the possession of Holdings Group prior to the date of commencement of negotiations between the ProMed Parties and HoldingsGroup; (iv) information contained in any such materials that is or becomes generally available to the public other than as a result of a disclosure by Holdings Group or its agents or employees in violation of this Section and (v) as necessary in the reasonable operation of the business of ProMed Company and ProMed Subsidiary Pomona and the management obligations of the same after the Closing Date.

Due Diligence Access and Investigation. ProMed Company and ProMed Subsidiary Upland shall, through the Closing Date, (a) afford Holdings Group and its representatives and attorneys (collectively, the “Prospect Advisors”) full and free access to ProMed Company and ProMed SubsidiaryUpland’s properties, contracts, books and records, and other documents and data during normal business hours, (b) furnish Holdings Group and the Prospect Advisors with copies of all such contracts, books and records, and other existing documents and data as Holdings Group may reasonably request, and (c) furnish Holdings Group and the Prospect Advisors with such additional financial, operating, and other data and information as Holdings Group may reasonably request, including such information necessary to allow Holdings Group to make a determination of the adequacy and sufficiency of the internal controls of ProMed Company and ProMed Subsidiary Upland (collectively, “Due Diligence Materials”). ProMed Company and ProMed Subsidiary Upland shall permit the Prospect Advisors to make copies of the Due Diligence Materials. Neither Holdings Group nor the Prospect Advisors shall disclose the contents of any of said Due Diligence Materials to any third party without prior written consent of the Principal ProMed ShareholdersUpland Shareholder, except: (i) as required by law; (ii) as may be reasonably necessary in connection with any litigation or dispute arising out of this Agreement or any of the transactions contemplated hereunder; (iii) information contained in any such materials that was already in the possession of Holdings Group prior to the date of commencement of negotiations between the ProMed Parties and HoldingsGroup; (iv) information contained in any such materials that is or becomes generally available to the public other than as a result of a disclosure by Holdings Group or its agents or employees in violation of this Section and (v) as necessary in the reasonable operation of the business of ProMed Company and ProMed Subsidiary Upland and the management obligations of the same after the Closing Date.

Due Diligence Access and Investigation. ProMed Company Northwest and ProMed Subsidiary Xxxxxxxx-Xxxxx shall, through the Closing Date, (a) afford Holdings Prospect and its representatives and attorneys (collectively, the “Prospect Advisors”) full and free access to ProMed Company and ProMed SubsidiaryNorthwest’s properties, contracts, books and records, and other documents and data during normal business hoursdata, (b) furnish Holdings Prospect and the Prospect Advisors with copies of all such contracts, books and records, and other existing documents and data as Holdings Prospect may reasonably request, and (c) furnish Holdings Prospect and the Prospect Advisors with such additional financial, operating, and other data and information of Northwest as Holdings Prospect may reasonably request, including such information necessary to allow Holdings to make a determination of the adequacy and sufficiency of the internal controls of ProMed Company and ProMed Subsidiary request (collectively, the “Due Diligence Materials”). ProMed Company and ProMed Subsidiary Northwest shall permit the Prospect Advisors to make copies of Northwest’s written materials. To the extent any of the Due Diligence MaterialsMaterials described in (a) through (c) above are in the possession or under the control of Xxxxxxxx-Xxxxx, Xxxxxxxx-Xxxxx shall provide reasonable cooperation to Prospect and/or otherwise accommodate Prospect’s requests. Neither Holdings Prospect nor the Prospect Advisors its representatives shall disclose the contents of any of said Due Diligence Materials to any third party without prior written consent of the Principal ProMed Shareholders, Northwest except: (i) as required by law; (ii) as may be reasonably necessary in connection with any litigation or dispute arising out of this Agreement or any of the transactions contemplated hereunder; (iii) information contained in any such materials that was already in the possession of Holdings Prospect prior to the date of commencement of negotiations between the ProMed Parties Northwest and HoldingsProspect; (iv) information contained in any such materials Due Diligence Materials that is or becomes generally available to the public other than as a result of a disclosure by Holdings Prospect or its agents or employees in violation of this Section and (v) as necessary in the reasonable operation of the business of ProMed Company and ProMed Subsidiary the Surviving Corporation and the management obligations of the same after the Closing Date (collectively, the “Exceptions”). Prospect shall have thirty (30) days after the later of (i) its receipt of all documentation and/or information requested prior to the date of execution of this Agreement or (ii) the date of execution of this Agreement (“Due Diligence Cut-Off Date”) to complete its due diligence investigation. Without in any way affecting the Due Diligence Cut-Off Date, the parties agree as follows: (a) Prospect shall, within 10 days of the date of execution of this Agreement, deliver a list of Due Diligence Materials it has requested prior to the date of execution of this Agreement but for which it asserts it has not received (“Outstanding Items”); (b) Xxxxxxxx-Xxxxx and Northwest agree to deliver the Outstanding Items promptly upon receipt of the list from Prospect; (c) Xxxxxxxx-Xxxxx and Northwest acknowledge that among the Outstanding Items are the Northwest Provider Contracts, the Northwest Shared Risk Contracts, the Northwest Full Risk Contracts and the Contracts listed in Subsection E of Schedule 2.13; and (d) Xxxxxxxx-Xxxxx and Northwest agree to (A) deliver copies of the Northwest Shared Risk Contracts and the Northwest Full Risk Contracts within three (3) business days of the date of execution of this Agreement to Prospect, (B) agree to make the Northwest Provider Contracts available for Prospect’s review and copying immediately following the execution of this Agreement, and (C) agree to deliver copies of the Contracts listed in Subsection E of Schedule 2.13 to Prospect promptly, but no later than 7 calendar days after the date of execution of this Agreement.