Seller's Access to Information. The Seller hereby confirms and represents that it (a) has received a copy of Buyer’s Form 10-KSB for the year ended April 30, 2003, and a copy of Buyer’s Form 10-QSB for the quarter ended July 31, 2003; (b) has been afforded the opportunity to ask questions of and receive answers from representatives of the Buyer concerning the business and financial condition, properties, operations and prospects of the Buyer; (c) has such knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of the transactions contemplated hereby; (d) has had an opportunity to engage and is represented by an attorney of its choice; (e) has had an opportunity to negotiate the terms and conditions of this Agreement; (f) has been given adequate time to evaluate the merits and risks of the transactions contemplated hereby; and (g) has been provided with and given an opportunity to review all current information about the Buyer. The Seller has asked such questions about the Buyer as it desires to ask and all such questions have been answered to the full satisfaction of the Seller.
Seller's Access to Information. The Seller hereby confirms ------------------------------ and represents that he (a) has received a copy of Rick's Form 10-KSB filed with the Securities and Exchange Commission (the "SEC") for the year ended September 30, 2005, as amended, and a copy of Rick's Form 10-QSB's for the quarter ended December 31, 2005, March 31, 2006 and June 30, 2006, as filed with the SEC; (b) a copy of Rick's Form 14C filed with the SEC on April 24, 2006; (c) a copy of the Form 8-K's filed with the SEC on March 27, 2006, April 6, 2006, April 14, 2006, May 11, 2006, July 12, 2006, July 13, 2006, August 10, 2006 and August 28, 2006; (d) has been afforded the opportunity to ask questions of and receive answers from representatives of Rick's concerning the business and financial condition, properties, operations and prospects of Rick's; (e) has such knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of the transactions contemplated hereby; (f) has had an opportunity to engage and is represented by an attorney of his choice; (g) has had an opportunity to negotiate the terms and conditions of this Agreement; (h) has been given adequate time to evaluate the merits and risks of the transactions contemplated hereby; and (i) has been provided with and given an opportunity to review all current information about Rick's. Seller has asked such questions to representatives of Rick's about Rick's as he desires to ask and all such questions have been answered to the full satisfaction of each Seller. The forms filed by Rick's with the SEC as set forth in Section 3.6(a), (b) and (c) are hereafter collectively referred to as "SEC Reports".
Seller's Access to Information. At the request of Seller (such request to be made in writing upon not less than one (1) business day's notice), Buyer agrees to allow Seller or its independent accountants and counsel reasonable access during normal business hours to: (A) Employees and (B) all Business Records (except for any Intellectual Property), provided, in either case, that such access is reasonably related to any: (i) tax audit related to the Seller, (ii) preparation of any Tax Return of Seller or Elecsys, (iii) preparation by Elecsys for filings required to be made by Elecsys with the Securities and Exchange Commission, (iv) preparation of the Closing Net Asset Statement or (v) litigation to which Seller or Elecsys is a party. Seller shall conduct any related interviews with Employees or reviews of such documents pursuant to this Section 5.30 in a manner that shall not unreasonably interfere with the Business's normal operations. All information disclosed during the course of such interviews or reviews shall be deemed to be confidential information for the purposes of Section 5.25 hereof and the Confidentiality Agreement and Seller agrees to cause its independent accountants and counsel to agree to observe and be bound by Seller's obligations under Section 5.25 hereof and the Confidentiality Agreement as though a party hereto and thereto.
Seller's Access to Information. Buyer acknowledges that such Seller may possess material non-public information concerning Issuer (the "SELLER UNDISCLOSED INFORMATION") by virtue of such Seller's relationship to Issuer. Buyer acknowledges that the Seller Undisclosed Information may have caused such Seller to enter into this Agreement to transfer the Assigned Rights and, if disclosed, could have a material affect on Buyer's decision to purchase the Assigned Rights;
Seller's Access to Information. After the Closing Date, Buyer shall grant to Seller such access to financial records and other information in Buyer's possession related to Seller's conduct of the Business on or prior to the Closing Date and such cooperation and assistance as shall be reasonably required to enable Seller to complete its financial reports and tax returns for any period ending on or prior to or including the Closing Date. In the event that any tax return of Seller for any such period becomes the subject of any audit or investigation, Buyer shall give Seller all reasonable cooperation, access and assistance as needed during normal business hours with respect to books and records and other financial data included in the Transferred Assets to enable Seller to defend any such audit or investigation. Buyer will, for a period ending on the expiration of the statute of limitations applicable to taxes plus any additional time during which Seller advises Buyer that there is an ongoing tax audit or investigation with respect to such periods, keep such materials reasonably accessible and not destroy or dispose of such materials without the written consent of Seller. Seller shall promptly reimburse Buyer for Buyer's reasonable out-of-pocket expenses associated with requests made by Seller under this Section 6.2, but no other charges shall be payable by Seller to Buyer in connection with such requests.
Seller's Access to Information. (a) Following the Closing Date and for a period of seven (7) years thereafter, DEGC shall upon reasonable written notice by Seller, provide Seller with access to the Purchased Contracts, patient files, financial books, records and other information constituting the Assets, as reasonably requested by Seller and as is reasonably necessary (i) to enable Seller to file Government Returns for periods up to and including the fiscal year which includes the Closing Date, (ii) to assist Seller in defending itself in any Action; provided, however, that upon the grant of such access Seller shall operate in such a manner as to minimize disruption of the operation of the Business of DEGC and in such a manner as is consistent with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as set forth in this Section 7.3. In providing the information requested by Seller in the foregoing sentence, Seller shall reimburse DEGC for its reasonable out of pocket costs in making copies of documents for purposes of the foregoing. DEGC further agrees that for a period extending seven (7) years (or such longer period as required by any Legal Requirement) after the Closing Date it will not destroy or otherwise dispose of any patient files, billing records, financial information or books and records relevant thereto.
(b) Seller agrees to comply with all applicable laws regarding the confidentiality, privacy and security of medical or health information including but not limited to Protected Health Information as defined at Section 7.3(d) below. Seller also agrees that it will comply with all applicable policies and procedures drafted by DEGC for purposes of complying with the Privacy Standards as defined at Section 7.3(d) below or other standard promulgated pursuant to HIPAA or other state or federal health information privacy laws. DEGC shall promptly notify Seller of any changes or additions to such policies and procedures.
(c) Seller will take all reasonable steps to handle and disclose Protected Health Information provided to it by DEGC in a manner such that the security and privacy of such information will be maintained and use appropriate safeguards to prevent use or disclosure of the information other than as described herein.
Seller's Access to Information. After the Closing Date, Buyer shall grant to Seller such access to financial records and other information in Buyer's possession related to Seller's conduct of the Business on or prior to the Closing Date and such cooperation and assistance as shall be reasonably required to enable Seller to complete its legal, regulatory, stock exchange and financial reporting requirements. Seller shall promptly reimburse Buyer for Buyer's reasonable out-of-pocket expenses associated with requests made by Seller under this Section, but no other charges shall be payable by Seller to Buyer in connection with such requests. Notwithstanding the foregoing, such access does not impose any specific retention policy on Buyer or Real Property Buyer. Except as reflected in Section 7.05, such information is subject to normal retention policies applicable to Affiliates of Buyer.
Seller's Access to Information. The Purchaser shall procure that:
(a) all books of account, records, documents and information of any Group Company (in whatever form) relating to the period before Completion that are held by the Group ("Group Company Information") are preserved for seven (7) years from the Completion Date (or such longer period required by applicable laws); and
(b) (on giving reasonable notice to the Purchaser and subject to the Seller giving such undertakings as to confidentiality as the Purchaser shall reasonably require) the Seller Group and its representatives are permitted, during normal business hours, to have access to, and to take copies (at the Seller's expense) of, such Group Company Information as they reasonably require for Tax, accounting or insurance purposes, or to comply with any applicable law or requirement of any Authority or securities exchange.
Seller's Access to Information. Buyer shall make available to Seller, on a pre-Closing or post-Closing basis, if requested by Seller with reasonable notice, such records of the Company for events occurring prior to the Closing as Seller may need for compliance with regulatory or taxing authorities.
Seller's Access to Information. SELLERS shall have a right to access to, and to copy and use, all the records of COMPANY relating to periods of time prior to the Closing for purposes of preparation of tax returns, employee tax reports and customary accounting functions. Additionally, PURCHASER agrees to make available to SELLERS, at reasonable times and upon reasonable advance notice, relevant records and personnel in connection with the preparation of a defense, or a negotiation or a settlement, relating to any pending or threatened litigation or government agency proceeding (including a tax audit) involving the conduct of COMPANY or SELLER before the Closing.
