Interim Operating Reporting. During the period from the date of this Agreement to the Closing, Seller shall cause its officers to confer on a frequent and regular basis with one or more representatives of Buyer to report operational matters in respect of the Assets and the Facilities and to report the general status of on-going operations. Seller shall notify Buyer in writing of any adverse change in the financial position or earnings of the Assets or the Facilities after the date hereof and prior to the Closing and any unexpected emergency or other unanticipated change in the Facilities and of any governmental complaints, investigations or adjudicatory proceedings (or communications indicating that the same may be contemplated) or of any other such matter and shall keep Buyer fully informed of such events and permit its representatives to participate in all discussions relating thereto.
Interim Operating Reporting. During the period from the Execution Date until the Closing Date, Seller and the Unitholders shall cause their respective Representatives to confer from time to time as requested by Buyer with one or more Representatives of Buyer to report material operational matters in respect of the Business and to report the general status of ongoing operations. Seller and the Unitholders shall notify Buyer in writing of any adverse change in the financial position or earnings of the Business after the Execution Date and prior to the Closing Date and any unexpected emergency or other unanticipated change in the Business and of any complaints or Proceedings (or communications indicating that the same may be contemplated) by or on behalf of Governmental Authorities or of any other such matter and shall keep Buyer fully informed of such events.
Interim Operating Reporting. During the period from the date of this Agreement to the Initial Closing, the Stockholder shall cause the Company and its officers to confer on a regular and frequent basis with one or more representatives of SmarTalk to report material operational matters and to report the general status of on-going operations. The Company shall notify SmarTalk in writing of any material adverse change in the financial position, earnings or business of the Company after the date hereof and prior to the Initial Closing and any unexpected emergency or other unanticipated change in the business of the Company and of any governmental complaints, investigations or hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) or of any other matter and shall keep SmarTalk fully informed of such events and permit its representatives to participate in all discussions relating thereto.
Interim Operating Reporting. During the period from the date of this Agreement to the Closing, Sellers shall cause the officers of the Corporation and other management personnel of the Corporation (a) to confer on a regular and frequent basis with one or more representatives of Buyer to report material operational matters relating to the Corporation and to report the general status of on-going operations, (b) to notify Buyer in writing of any material adverse change in the financial position or earnings of the Corporation after the Balance Sheet Date, any unexpected emergency or other unanticipated change in the business of the Corporation, any governmental complaints, investigations or hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) or any litigation, arbitration or other such matter that has been filed or threatened against the Corporation and (c) to keep Buyer fully informed of such events and permit its representatives to participate in all discussions relating thereto. Within 10 business days following any month-end which occurs on or after the date of execution of this Agreement, Sellers shall cause the Corporation to provide Buyer with an unaudited balance sheet and income statement of the Corporation which reflects the operations of the Corporation for such month, which interim financial statements shall be prepared in a manner consistent with the policies and practices used in the preparation of the Balance Sheet.
Interim Operating Reporting. During the period from the date of this Agreement until 6.9 the Closing Date, Sellers shall cause its Representatives to confer from time to time as requested by Buyer with one or more Representatives of Buyer to report material operational matters in respect of the Facilities and to report the general status of ongoing operations. Sellers shall notify Buyer in writing of any adverse change in the financial position or earnings of the Facilities after the date of this Agreement and prior to the Closing Date and any unexpected emergency or other unanticipated change in the Facilities and of any complaints or Proceedings (or communications indicating that the same may be contemplated) by or on behalf of Governmental Authorities or of any other such matter and shall keep Buyer fully informed of such events. Insurance Ratings. Sellers will take all action reasonably requested by Buyer to enable 6.10 Buyer to succeed to the Workmen’s Compensation and Unemployment Insurance ratings of the Facilities and other ratings for insurance or other purposes established by Sellers for the Facilities. Buyer shall not be obligated to succeed to any such rating, except as it may elect to do so. Bulk Sales Laws. Buyer and Sellers hereby waive compliance with the provisions of 6.11 any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.
Interim Operating Reporting. 28 6.8 Closing Conditions................................................28 6.9
Interim Operating Reporting. During the period from the date of this Agreement to the Closing, Seller shall confer on a regular and frequent basis with one (1) or more representatives of Buyer to report material operational matters in respect of the Surgery Center and to report the general status of on-going operations. Seller shall notify Buyer in writing of any material adverse change in the financial position or earnings of the Surgery Center after the date hereof and prior to the Closing and any unexpected emergency or other unanticipated change in the Surgery Center and of any governmental complaints, investigations or hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) or of any other such matter and shall keep Buyer fully informed of such events and permit its representatives to participate in all discussions relating thereto.
Interim Operating Reporting. During the period from the date of this --------------------------- Agreement to the Closing, Sellers shall cause the officers of the Corporation and other management personnel of the Clinics designated by Sellers (a) to confer on a regular and frequent basis with one or more representatives of Buyer to report material operational matters relating to the Clinics and to report the general status of on-going operations, (b) to notify Buyer in writing of any material adverse change in the financial position or earnings of the Corporation after the Balance Sheet Date, any unexpected emergency or other unanticipated change in the business of the Corporation, any governmental complaint, investigation or hearing, or adjudicatory proceeding (or communications indicating that the same may be contemplated), or any litigation, arbitration, or other such matter that has been filed or threatened against the Corporation, (c) to assist Buyer in preparing for the transition in management, including, without limitation, changes in employee benefit plans, that will take place after the Closing Date, and (d) to keep Buyer fully informed of such events and permit its representatives to participate in all discussions relating thereto. Within fifteen (15) business days following any month-end which occurs on or after the date of execution of this Agreement (but only, with respect to each such month-end, if such fifteen (15) day period ends prior to the Closing Date), Sellers shall cause the Corporation to provide Buyer with an unaudited balance sheet and income statement of the Corporation which reflects its operations for such month, which interim financial statements shall be prepared in a manner consistent with the policies and practices used in the preparation of the Balance Sheet.
Interim Operating Reporting. 29 6.9. Notice; Efforts to Remedy........................................ 30 6.10.
Interim Operating Reporting. During the period from the date of --------------------------- this Agreement to the Closing, the Company shall cause its officers to confer on a regular and frequent basis with one or more representatives of SmarTalk to report material operational matters and to report the general status of on-going operations. The Company shall notify SmarTalk in writing of any material adverse change in the financial position, earnings or business of the Company or any of its subsidiaries after the date hereof and prior to the Closing, and any unexpected emergency or other unanticipated change in the business of the Company or any of its subsidiaries and of any governmental complaints, investigations or hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) or of any other matter, and shall keep SmarTalk fully informed of such events and permit its representatives to participate in all discussions relating thereto.
