Common use of Preservation and Access to Records After the Closing Clause in Contracts

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among the Assets as of the Effective Time, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods prior to the Effective Time (including, without limitation, access to records of patients treated at the Hospitals prior to the Effective Time) on reasonable prior notice during normal business hours after the Effective Time, to the extent reasonably needed by Seller or Seller's affiliates for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the Hospitals, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's intention no later than forty-five (45) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Sale Agreement (VHS of Anaheim Inc)

AutoNDA by SimpleDocs

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among the Assets as of the Effective Time, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods prior to the Effective Time (including, without limitation, access to records of patients treated at the Hospitals Hospital prior to the Effective Time) on reasonable prior notice during normal business hours after the Effective Time, to the extent reasonably needed by Seller or Seller's ’s affiliates for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the HospitalsHospital, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals Hospital in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's ’s intention no later than forty-five (45) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Health Corp /De/)

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among of Seller and the Assets Hospital existing as of the Effective TimeClosing relating to tax or other liabilities of Seller prior to the Closing, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods on or prior to the Effective Time Closing Date (including, without limitation, access to records of patients treated at the Hospitals Hospital on or prior to the Effective TimeClosing Date) on reasonable prior notice during normal business hours after the Effective TimeClosing Date, to the extent reasonably needed by Seller (or Seller's affiliates its affiliates) for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the HospitalsHospital, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals Hospital in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's intention no later than forty-five thirty (4530) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Sale Agreement (Southwest General Hospital Lp)

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among the Acquired Assets as of transferred to Purchaser at the Effective TimeClosing, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods prior to the Effective Time (including, without limitation, access to records of patients treated at the Hospitals Hospital prior to the Effective Time) on reasonable prior notice during normal business hours after the Effective Time, to the extent reasonably needed by Seller or Seller's affiliates for its Affiliates to comply with legal requirements, prepare financial statements, or other reasonable business purposes, provided the expense of any copying or reproduction shall be solely at Seller’s expense. Purchaser acknowledges that, as a result of entering into this Agreement and operating the HospitalsHospital, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals Hospital in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a10.3(a), Purchaser shall provide written notice to Seller of Purchaser's ’s intention no later than forty-five (45) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacer Health Corp)

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among of the Assets Subsidiaries and the Hospitals existing as of the Effective TimeClosing relating to tax or other liabilities of Seller prior to the Closing, but excluding any records which are among the Excluded Non-Operating Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods on or prior to the Effective Time Closing Date 44 49 (including, without limitation, access to records of patients treated at the Hospitals on or prior to the Effective TimeClosing Date) on reasonable prior notice during normal business hours after the Effective TimeClosing Date, to the extent reasonably needed by Seller (or Seller's affiliates its affiliates) for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the Hospitals, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's intention no later than forty-five thirty (4530) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Sale Agreement (Province Healthcare Co)

AutoNDA by SimpleDocs

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or, if longer, the expiration of the applicable statute of limitations with respect to any claims based on upon such records, or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among the Assets as of the Effective Time, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods prior to the Effective Time (including, without limitation, including access to records of patients treated at the Hospitals Hospital prior to the Effective Time) on reasonable prior notice during normal business hours after the Effective Time, to the extent reasonably needed by Seller or Seller's affiliates ’s Affiliates for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the HospitalsHospital, it will gain access to patient records and other information which are subject to laws, rules and regulations concerning confidentiality. Purchaser shall abide by any such laws, rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals Hospital in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's ’s intention no later than forty-five (45) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Acquisition and Contribution Agreement (Horizon Health Corp /De/)

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among the Assets as of the Effective Time, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods prior to the Effective Time (including, without limitation, access to records of patients treated at the Hospitals Hospital prior to the Effective Time) on reasonable prior notice during normal business hours after the Effective Time, to the extent reasonably needed by Seller or Seller's affiliates for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the HospitalsHospital, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals Hospital in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's intention no later than forty-five thirty (4530) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five thirty (4530) calendar day period. If Seller does not take possession of such documents during such forty-five thirty (4530) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five thirty (4530) calendar day period.

Appears in 1 contract

Samples: Asset Sale Agreement (Iasis Healthcare Corp)

Preservation and Access to Records After the Closing. (a) From the Closing Date until seven (7) years after the Closing Date or such longer period as required by law (the "Document Retention Period"), Purchaser shall keep and preserve in the ordinary course of business all medical records, patient records, medical staff records and other books and records which are among of the Assets Subsidiaries and the Hospitals existing as of the Effective TimeClosing relating to tax or other liabilities of Seller prior to the Closing, but excluding any records which are among the Excluded Assets. Purchaser will afford to the representatives of Seller, including its counsel and accountants, full and complete access to, and copies (including, without limitation, color laser copies) of, such records with respect to time periods on or prior to the Effective Time Closing Date (including, without limitation, access to records of patients treated at the Hospitals on or prior to the Effective TimeClosing Date) on reasonable prior notice during normal business hours after the Effective TimeClosing Date, to the 44 56 extent reasonably needed by Seller (or Seller's affiliates its affiliates) for business purposes. Purchaser acknowledges that, as a result of entering into this Agreement and operating the Hospitals, it will gain access to patient records and other information which are subject to rules and regulations concerning confidentiality. Purchaser shall abide by any such rules and regulations relating to the confidential information it acquires. Purchaser shall maintain the patient and medical staff records at the Hospitals in accordance with applicable law and the requirements of relevant insurance carriers. After the expiration of the Document Retention Period, if Purchaser intends to destroy or otherwise dispose of any of the documents described in this Section 9.2(a), Purchaser shall provide written notice to Seller of Purchaser's intention no later than forty-five thirty (4530) calendar days prior to the date of such intended destruction or disposal. Seller shall have the right, at its sole cost, to take possession of such documents during such forty-five (45) calendar day period. If Seller does not take possession of such documents during such forty-five (45) calendar day period, Purchaser shall be free to destroy or otherwise dispose of such documentation upon the expiration of such forty-five (45) calendar day period.

Appears in 1 contract

Samples: Asset Sale Agreement (Southwest General Hospital Lp)

Time is Money Join Law Insider Premium to draft better contracts faster.