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 pertaining to a particular Hospital at such Hospital (or at such other locations as Buyer shall determine from time to time provided Buyer has given Seller written notice of such locations) at Buyer's cost, until the expiration of five years from the Closing (and, if at the expiration thereof any tax or Payor audit or judicial proceeding is in process or the applicable statute of limitations has been extended or has not then expired or terminated, for such longer period if such audit or proceeding is in process or such statutory period is extended and for such longer period until such expiration or termination) (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 (including Seller's inspection and copying of the same), and Seller shall have the same rights of access to inspect and copy that Buyer had prior to the Closing; provided, however, that any Hospital Records delivered to or made available to Seller and its representatives will be treated as strictly confidential by Seller and its representatives, will not be directly or indirectly divulged, 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), and will be returned to Buyer when Seller's use therefor has terminated. Buyer shall instruct the appropriate employees of the Hospital Businesses to cooperate in providing access to such records to Seller and its authorized representatives as contemplated herein. Access to such records shall be, wherever reasonably possible, during normal business hours, with 24 hours' prior 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 and patient care shall not be unduly or unnecessarily disrupted. After the expiration of the aforementioned Document Retention Period, Buyer shall not, without 90 days prior written notification to Seller (the "DESTRUCTION NOTICE"), destroy any Hospital Records in its possession. Within 80 days after its receipt of the Destruction Notice, Seller shall have the right, at its own expense, to require Buyer to deliver any such records to Selle...
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. From and after the Closing Date, Purchaser shall use its commercially reasonable efforts to cause WPS to afford the Seller and its counsel, accountants and other authorized representatives, upon reasonable prior notice, reasonable access during normal business hours to the WPS premises and such information with respect to WPS 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 Seller under applicable Law or otherwise (but so as not to unduly disrupt the normal course of operations of WPS), 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 WPS 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 WPS in providing any assistance to Seller in preparing any tax return
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 Xxx.xxx, Inc.
Seller’s Access. (a) Buyers shall maintain copies of all Books and Records delivered to Buyers in connection with this Agreement relating to KNWTLLC or the Purchased Interests and shall not destroy any of the same without first allowing the Sellers, at Sellers' expense, the opportunity to make copies of the same for a period of not less than five years following the Closing (or if longer, the applicable statutes of limitation period or the period required by applicable Legal Requirement or Environmental Law). During such period, Buyers shall grant and shall cause KNWTLLC to grant to Sellers (and their representatives) reasonable cooperation, access and staff assistance at all reasonable times and upon reasonable notice, to all of the information and Books and Records relating to KNWTLLC or the Purchased Interests relating to the period prior to the Closing or obligations or liabilities retained by Sellers hereunder within the possession of Buyers or KNWTLLC (including workpapers and correspondence with taxing authorities) that are not otherwise protected by legal privilege, and shall afford Sellers (and their representatives) the right (at Sellers' expense) to take extracts therefrom and to make copies thereof, and to have access to the employees of Buyers, all to the extent reasonably necessary or appropriate for general business purposes, including the preparation of Tax Returns and financial statements and the handling of tax audits, disputes and litigation; provided that such requested cooperation, access and assistance shall not unreasonably interfere with the normal operations of Buyers.
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.
