Access to the Records. Prior to Closing and subject to Section 8.3, Seller will make the Records available to Buyer for inspection, copying, and review at Seller’s offices during normal business hours to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of third parties, Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller to a third party. Nothing in this Agreement shall be construed to permit Buyer or its representatives to have access to any records relating to any bids or offers received by Seller for the sale of the Assets or access to any records protected by the attorney-client privilege or that would otherwise violate any legal obligation of Seller and all such bids, offers and legally privileged information shall be the sole property of Seller.
Access to the Records. From and after the Closing Date and until the first anniversary of the Closing Date, subject to applicable privacy rights of the Residents, Buyer shall allow Seller and its agents and representatives to have reasonable access to (upon reasonable prior notice and during normal business hours), and to make copies of the Records, to the extent reasonably necessary to enable Seller to among other things investigate and defend malpractice, employee or other claims, to file or defend cost reports and Tax Returns, to complete/revise, as needed, any patient assessments which may be required for Seller to seek reimbursement for services rendered prior to the Closing Date, to verify accounts receivable collections due Seller and to enable Seller to complete, in accordance with Seller’s policies and procedures, any and all post-Closing Date accounting, reconciliation and closing procedures, including, but not limited to, a month end close out of all accounts. Seller agrees not to use or disclose any of the information obtained from Buyer except solely for the purposes described herein and further agrees to maintain this information confidential. Likewise, from and after the Closing Date and until the first anniversary of the Closing Date, Seller shall allow Buyer and its agents reasonable access to the Records, to the extent Buyer reasonably requires such access in connection with accounting, billing and Tax filings or securities filings. Buyer agrees not to use or disclose any of the information obtained from Seller except solely for the purposes described herein and further agrees to maintain this information as confidential.
Access to the Records. From and after the Closing Date, New Operator shall allow Kindred and its agents and representatives to have reasonable access to (upon reasonable notice and during normal business hours), and to make copies of the Records (at Kindred’s expense), to the extent reasonably necessary to enable Kindred to among other things investigate and defend malpractice, employee or other claims, to support medical review requests from Medicare or Medicaid, to support Medicare and Medicaid claims appeals, to file or defend cost reports and tax returns, to complete/revise, as needed, any patient assessments which may be required for Kindred to seek reimbursement for services rendered prior to the Closing Date, to verify accounts receivable collections due Kindred, to file exceptions to the Medicare or Medicaid routine cost limits for the cost reporting periods prior to the Closing Date and to enable Kindred to complete, in accordance with Kindred’s policies and procedures, any and all post-Closing Date accounting, reconciliation and closing procedures, including, but not limited to, a month end close out of all accounts, including but not limited to accounts payable and Medicare and Medicaid billing. Kindred agrees not to use or disclose any of the information obtained from New Operator except solely for the purposes described herein and further agree to maintain this information confidential. Likewise, from and after the Closing Date, Kindred shall allow New Operator and its agents reasonable access to the Records, including without limitation the Excluded Assets described in Section 4.2(g) to the extent New Operator reasonably requires such access in connection with, without limitation, accounting, billing, tax filings or securities filings, Medicare and/or Medicaid filings and appeals. Kindred shall use its best efforts to provide such items which require expedited handling to New Operator within five (5) Business Days of New Operator’s request. New Operator shall follow the process set forth in Exhibit 17.5 to request access to Records. New Operator agrees not to use or disclose any of the information obtained from Kindred except solely for the purposes described herein and further agrees to maintain this information as confidential. New Operator shall assure than any successor operator of the Facility is legally obligated to provide Kindred access to the Records in the manner required by this Section 17.5.
Access to the Records. Prior to Closing and subject to Section 8.3, Seller will make the Records available to Buyer and its agents, representatives, advisors and other parties providing services to Buyer in connection with this Agreement (collectively, “Buyer’s Representatives”) for inspection and review at Seller’s offices in Houston, Texas and Tyler, Texas during normal business hours to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of third parties, Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire, including the right to perform an environmental assessment of the Assets pursuant to Article 5 below. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller to a third party. Seller will use reasonable efforts to obtain any waivers or consents required from third parties to permit Buyer to inspect the Records and such additional information, and to perform an environmental assessment of the Assets. Notwithstanding Buyer’s right to access the Records until Closing, Buyer’s right to terminate this Agreement due to the results of Buyer’s due diligence review may only be exercised during a review period beginning on the date this Agreement is executed and continuing until 5:00 p.m. on September 26, 2008 (the “Review Period”). After the Review Period has expired, unless Buyer has terminated the Agreement pursuant to Section 11.1(d) below, Buyer shall be deemed to have completed its review, approved the Assets for purchase, and shall no longer have the termination right set forth in Section 11.1(d) below.
Access to the Records. Prior to Closing and subject to Section 9.3, Seller will make the Records available to Buyer and Buyer’s agents, representatives, advisors, attorneys, underwriters or other parties providing services to Buyer in connection with its potential acquisition of the Assets (collectively, “Buyer’s Representatives”) for inspection, copying, and review at Seller’s offices or on the Lands during normal business hours, or will furnish the Records promptly to Buyer at Buyer’s reasonable request, or will allow Buyer and Buyer’s Representatives to inspect the Lands, Leases, Xxxxx and Assets, to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of third parties, Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire.
Access to the Records. From the date of this Agreement until the Closing and subject to Article 8.3.A, Seller will make the Records available to Buyer for inspection, copying, and review at Seller's offices during normal business hours to permit Buyer to perform its due diligence review. Subject to the necessary consent and cooperation of third parties, Seller will assist Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information from such parties as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation or contractual commitment of Seller to a third party; provided, however, that Seller shall use commercially reasonable efforts to promptly secure any third-party consent or waiver that is necessary to allow Buyer to inspect the Records and such additional information.
Access to the Records. The State or approving parties, upon reasonable notice to the consultant during the negotiation for, and advancement of the agreement shall be permitted to inspect the consultant’s professional, technical and financial conditions, the firm’s cost accounting system, and other facilities and records in order to provide reasonable assurance of the consultant’s ability to provide the contract services. Following the State’s acceptance of the work, the consultant and all subconsultants shall maintain all accounts, papers, maps, reproductions, documentary materials, and other evidence pertaining to the agreement. The record retention period shall be three years after the date of the State’s payment of the final invoice. If audit findings have not been resolved, the records shall be retained beyond the three year period. One copy of the appropriate records shall be furnished to the State, or any authorized representatives, if requested, at no additional cost. The consultant and each subconsultant shall provide, at no additional cost, facilities and appropriate personnel to expedite any inspection by the State or the approving parties.
Access to the Records. From the date of this Agreement until the Closing and subject to Article 8.3.A, Trilogy will (i) make all Records maintained by Trilogy available to Buyer for inspection, copying, and review at the offices of Trilogy during normal business hours, to permit Purchaser to perform its due diligence review, and (ii) use commercially reasonable efforts to cause MRPC to agree to make all Records that have been maintained by MRPC available to Buyer for inspection, copying, and review at the offices of MRPC during normal business hours, to permit Buyer to perform its due diligence review. Trilogy and MRPC may redact from the Records any information subject to unaffiliated third party contractual restrictions on disclosure or transfer. Subject to the necessary consent and cooperation of third parties, Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation or contractual commitment of Seller or MRPC to a third party; provided, however, that Seller shall use commercially reasonable efforts to promptly secure any third-party consent or waiver that is necessary to allow Buyer to inspect the Records and such additional information.
Access to the Records. Sellers have made the Records available to Buyer for inspection, copying, and review at Sellers’ offices during normal business hours to permit Buyer to perform its due diligence review. After the execution of this Agreement and subject to Section 8.3, Sellers will continue to make the Records available to Buyer for inspection, copying, and review at Sellers’ offices during normal business hours to permit Buyer to complete its due diligence review. Subject to the consent and cooperation of third parties, Sellers will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Sellers to a third party.
Access to the Records. Prior to Closing and subject to Section 8.3, Seller will make the Records available to Buyer for inspection, copying, and review at Seller’s offices during normal business hours to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of third parties, Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller to a third party.
