Seller’s Access. For a period of one (1) year after the Closing, Buyer shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Buyer by Seller at or prior to the Closing, upon reasonable advance notice and at all reasonable times, to, at Seller’s cost, examine and make copies of any and all such files, records and documents to the extent the files, records and documents are in Buyer’s possession.
Seller’s Access. After the Closing, Purchaser agrees that it shall give, or cause to be given, to Sellers and CHP and their respective successors and representatives, during normal business hours and at the expense of Sellers, CHP or their successors or representatives, such access to the properties, titles, contracts, books, records, files, documents and affairs maintained with respect to the Sellers as is reasonably necessary to allow Sellers, CHP or their successors to obtain information in the Purchaser’s possession for any lawful purpose, including but not limited to filing of reports and to respond to any claims, demands, audits, suits or matters of a similar nature made by or against a Seller or CHP, and at the expense of Sellers, CHP or their successors, to make copies of such information to the extent reasonably necessary; provided, however, that each Seller and/or CHP hereby agrees that in the event it or its successor gains access to information relating to Purchaser, it or its successor will not, unless required by law or an order of any court with competent jurisdiction, disclose or divulge to any third party or otherwise use against the interests of Purchaser any of such information. Purchaser agrees to retain all such contracts, books, records, files and documents for a period of seven (7) years after the Closing Date.
Seller’s Access. From the date hereof through the Closing Date, upon reasonable advance written notice and without unreasonable disruption to Purchaser and its operations, except as prohibited by applicable Law, Purchaser shall afford Sellers and their representatives reasonable access during normal business hours to (a) the real property of Purchaser, as the Sellers may from time to time reasonably request, (b) the assets, books and records of Purchaser as Sellers may from time to time reasonably request, (c) subject to the prior approval of Purchaser, the employees, suppliers, customers and contractors of Purchaser as Sellers may from time to time reasonably request, provided that each of Purchaser and Sellers, at its election, may have a representative present in connection with Sellers access to any such employee, supplier, customer or contractor, and (d) financial and operating data and other information relating to the Purchaser as the Sellers may from time to time reasonably request. The Parties confirm that any information provided pursuant to this Section 8.3(b), shall be governed by ARTICLE XI of this Agreement and the Confidentiality Agreement.
Seller’s Access. From and after the Closing Date, Purchaser shall use its commercially reasonable efforts to cause Manorhaven to afford the Seller and their counsel, accountants and other authorized representatives, upon reasonable prior notice, reasonable access during normal business hours to the Manorhaven premises and such information with respect to Manorhaven for the period prior to the Closing Date, that Seller reasonably deems necessary, in connection with the preparation of any report or tax return required to be filed by either Seller under applicable Law or otherwise (but so as not to unduly disrupt the normal course of operations of Manorhaven), including preparing or defending any tax return and any interim or annual report or other accounting statements. The Purchaser shall use its commercially reasonable efforts to cause personnel of Purchaser and Manorhaven to reasonably assist Seller in the preparation of tax returns relating to any pre-Closing tax period. Seller shall reimburse any documented out-of-pocket expenses incurred by Manorhaven in providing any assistance to Seller in preparing any tax return
Seller’s Access. Buyer shall retain the Hospital Records at the Hospital (or at such other locations within Elko, Nevada, as Buyer, in its reasonable discretion, shall determine from time to time) at Buyer's cost, from and after the Closing for the full period required by applicable Laws, but at least for a period of 5 years (and, if at the expiration thereof any tax or Payor audit or administrative or judicial proceeding is in process or the applicable statute of limitations has been extended, for such longer period as such audit or proceeding is in process or such statutory period has been extended) (the "Document Retention Period"). After the Closing, Buyer shall grant, and Seller shall have, access to the Hospital Records (including any Patient Records) as needed for any lawful purpose; provided, however, that Seller shall not have access to any Hospital Record the disclosure of which would be prohibited by any Law; and provided further, that any Hospital Records delivered to or made available to Seller and its representatives shall be treated as confidential by Seller and its representatives, shall not be disclosed or communicated to any other Person other than Seller and its representatives who are reasonably required to have access to such information (unless Seller is compelled to disclose the same by judicial or administrative process), shall be returned to Buyer when Seller's use therefor has terminated. Buyer shall instruct the appropriate employees of the Hospital to cooperate in providing access to such records to Seller and its authorized representatives as contemplated herein. Access to such records shall be, whenever reasonably possible, during normal business hours and with at least 24 hours prior written notice to Buyer of the time when such access shall be needed. Seller's employees, representatives and agents shall conduct themselves in such a manner so that Buyer's normal business activities shall not be unduly or unnecessarily disrupted. Any reasonable, documented, out-of-pocket expenses incurred by Buyer to third parties in providing Seller the access contemplated by this Paragraph 13.2(b) shall be promptly reimbursed to Buyer by Seller.
Seller’s Access. From and after the Closing, Buyer shall, after reasonable advance notice, afford Sellers and their officers, attorneys, accountants and other representatives reasonable access to the Purchased Assets during normal business hours necessary for the adequate defense matters described on Schedule 3.6.
Seller’s Access. On and after the Closing Date, Purchaser will afford promptly to Seller and its accountants, attorneys, agents and representatives full and complete access to their properties, books, records, documents, employees, directors and auditors to the extent reasonably necessary or appropriate to permit Seller to (a) determine any matter relating to Seller’s rights and obligations hereunder or to any period ending on or before the Closing Date, (b) complete and/or initiate any and all financial audits necessary or appropriate for Seller’s business, operations and financial reporting purposes, and (c) respond to, prepare for, or defend itself against any third-party or governmental investigation, inquiry, action, suit, proceeding, claim or threatened or actual legal or arbitral proceedings, including any and all stockholder derivative and/or class action litigation, including In re Bxx.xxx, Inc.
Seller’s Access. From and after the Closing Date, Purchaser shall use its commercially reasonable efforts to cause Xxxxxx to afford the Sellers and their counsel, accountants and other authorized representatives, upon reasonable prior notice, reasonable access during normal business hours to the Xxxxxx premises and such information with respect to Xxxxxx for the period prior to the Closing Date, that either Seller reasonably deems necessary, in connection with the preparation of any report or tax return required to be filed by either Seller under applicable Law or otherwise (but so as not to unduly disrupt the normal course of operations of Xxxxxx), including preparing or defending any tax return and any interim or annual report or other accounting statements. The Purchaser shall use its commercially reasonable efforts to cause personnel of Purchaser and Xxxxxx to reasonably assist Sellers in the preparation of tax returns relating to any pre-Closing tax period. Sellers shall reimburse any documented out-of-pocket expenses incurred by Xxxxxx in providing any assistance to Sellers in preparing any tax return
Seller’s Access. Seller may make or cause to be made reasonable entries upon and inspection of the premises, provided that Seller shall give Buyer notice prior to any such inspection specifying reasonable cause therefore related to Seller's interest in the premises.
Seller’s Access. After the Closing Date, Seller shall have the --------------- right to enter upon the Property to the extent necessary to complete Seller's Improvements described in Section 7.2(a). Seller shall repair any damage or disturbance to the Property resulting from such entry. Seller further agrees to indemnify, hold harmless and defend Buyer and Buyer's property from and against all liabilities, liens, claims, damages, costs, expenses, suits or judgments (including attorneys' fees and court costs) for labor or services performed or materials furnished to or for Buyer, or for personal injury or property damage arising out of entry upon the Property by Seller or its employees, agents or independent contractors.
